UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Amendment
No. 1 on


FORM
10-Q/A




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





For
the Quarterly Period Ended September 30, 2009





OR





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




For
the transition period
from            to




Commission
File No. 000-52933




NIVS
IntelliMedia Technology Group, Inc.


(Exact
name of Registrant as specified in its charter)




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





NIVS
Industry Park, No. 29-31, Shuikou Road, Huizhou, Guangdong, China
516006


(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)





86-752-3125862


(COMPANY’S
TELEPHONE NUMBER, INCLUDING AREA CODE)





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x     No o




Indicate by check mark 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 o    No o





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




Large
      accelerated
      filer o
                Accelerated
      filer oNon-accelerated
      filer  x
                Smaller
      reporting company  o




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




The
number of shares outstanding of the registrant’s Common Stock, par value $0.0001
per share, was 40,675,347 as of November 11, 2009.







EXPLANATORY
NOTE





This Amendment No. 1 (this “Amendment”)
on Form 10-Q/A, which amends and restates items identified below with respect to
the Form 10-Q, filed by NIVS IntelliMedia Technology Group, Inc. (“we” or the
“Company”) with the Securities and Exchange Commission (the “SEC”) on November
12, 2009 (the “Original Filing”), is being filed to reflect revisions to
Financial Statements, Management’s Discussion and Analysis of Financial
Condition and Results of Operation, Controls and Procedures, and
Exhibits.





The Company has revised its financial
statements for the three and nine months ended September 30, 2009 and as of
September 30, 2009 to reflect various adjustments to account for restatements
made due to (i) an overstatement of selling expenses of approximately $618,000
for the three months ended September 30, 2009, and (ii) an addition of “Cost of
goods sold”, “Selling expense” and “Other general and administrative” expense
for the three and nine months ended September 30, 2009 in the amount of
approximately $870,000 related to the Company’s non-payment of contributions to
PRC housing provident funds for its employees as required under PRC
regulations.  In addition, we have reclassified restricted cash in the
Company’s Consolidated Statements of Cash Flows for the nine months ended
September 30, 2009 and 2008 from “Cash flows from operating activities” to “Cash
flows from investing activities”.





This Form 10-Q/A only amends
information in Item 1
(Financial Statements), Item 1A
(Risk Factors), Item 2
(Management’s Discussion and Analysis of Financial Condition and Results of
Operation), Item 4
(Controls and Procedures), and Item 6
(Exhibits).  Other Items presented in the Original Filing are not
being amended but are restated without change in this Amendment for ease of
reference.





As a result of this Amendment, the
certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act
of 2002, filed as exhibits to our Original Filing have been revised, re-executed
and re-filed as of the date of this Amendment. Except for the foregoing amended
and restated information, this Amendment continues to describe conditions as of
the date of the Original Filing, and the disclosures contained herein have not
been updated to reflect events, results or developments that have occurred after
the Original Filing, or to modify or update those disclosures affected by
subsequent events unless otherwise indicated in this report.  Among
other things, forward-looking statements made in the Original Filing have not
been revised to reflect events, results or developments that have occurred or
facts that have become known to us after the date of the Original Filing, and
such forward-looking statements should be read in their historical context. This
Amendment should be read in conjunction with the Company’s filings made with the
SEC subsequent to the Original Filing, including any amendments to those
filings.








NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC.





FORM 10-Q/A




For
the Quarterly Period Ended September 30, 2009




INDEX





PagePart I
                                                  Financial
      InformationItem
      1.
                                                  Financial
      Statementsa)
                                                  Consolidated
      Balance Sheets as of September 30, 2009 (Unaudited) (Restated) and
      December 31, 2008
                                                  1b)
                                                  Consolidated
      Statements of Operations for the Three and Nine Months Ended September 30,
      2009 (Restated) and 2008 (Unaudited)
                                                  2c)
                                                  Consolidated
      Statements of Cash Flows for the Nine Months Ended September 30, 2009
      (Restated) and 2008 (Unaudited)
                                                  3d)
                                                  Notes
      to Consolidated Financial Statements (Unaudited)
                                                  4Item
      2.
                                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                  32Item
      3.
                                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                                  40Item
      4.
                                                  Controls
      and Procedures
                                                  40Part II
                                                  Other
      InformationItem
      1.
                                                  Legal
      Proceedings
                                                  42Item
      1A.
                                                  Risk
      Factors
                                                  42Item
      2.
                                                  Unregistered
      Sale of Equity Securities and Use of Proceeds
                                                  45Item
      3.
                                                  Default
      Upon Senior Securities
                                                  45Item
      4.
                                                  Submission
      of Matters to a Vote of Security Holders
                                                  45Item
      5.
                                                  Other
      Information
                                                  45Item
      6.
                                                  Exhibits
                                                  46Signatures
                                                  47










NIVS
IntelliMedia Technology Group, Inc. and Subsidiaries


Consolidated
Balance Sheets


(In US
Dollars)





September
      30,
                
                
                December
      31,2009
                
                
                2008(Unaudited)
                  (Restated)AssetsCurrent
      AssetsCash
      and cash equivalents
                
                $
                2,286,326
                
                
                $
                461,504Trade
      receivables, net (Note 4)
                
                
                29,526,807
                
                
                
                20,364,356VAT
      refundable
                
                
                228,845
                
                
                
                1,094,090Inventories,
      net (Note 6)
                
                
                22,440,402
                
                
                
                11,279,832Restricted
      cash (Note 11)
                
                
                5,579,619
                
                
                
                11,681,595Prepaid
      expenses and other receivables
                
                
                24,682
                
                
                
                81,690Total
      current assets
                
                
                60,086,681
                
                
                
                44,963,067Property
      and equipment, net (Note 7)
                
                
                55,302,005
                
                
                
                56,331,487Advances
      to suppliers (Note 5)
                
                
                14,558,721
                
                
                
                15,286,028Intangible
      assets, net (Note 8)
                
                
                2,301,176
                
                
                
                2,343,383Total
      Assets
                
                $
                132,248,583
                
                
                $
                118,923,965Liabilities
      and Shareholders' EquityCurrent
      LiabilitiesAccounts
      payable—trade
                
                $
                4,434,623
                
                
                $
                2,020,363Customer
      deposit (Note 9)
                
                
                65,042
                
                
                
                1,393,171Accrued
      liabilities and other payable
                
                
                1,819,937
                
                
                
                1,441,922Various
      taxes payable
                
                
                1,959,416
                
                
                
                470,860Short-term
      loans (Note 10)
                
                
                40,387,647
                
                
                
                35,871,715Wages
      payable
                
                
                526,202
                
                
                
                800,744Bank
      notes payable (Note 11)
                
                
                8,742,092
                
                
                
                18,849,201Corporate
      tax payable
                
                
                4,932,266
                
                
                
                2,744,518Total
      current liabilities
                
                
                62,867,225
                
                
                
                63,592,494Due
      to shareholder (Note 12)
                
                
                -
                
                
                
                7,842,780Total
      liabilities
                
                
                62,867,225
                
                
                
                71,435,274Commitments
      and contingencies (Note 16)
                
                
                -
                
                
                
                -EquityNIVS
      IntelliMedia Technology Group, Inc.'s shareholder equityPreferred
      stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares
      outstanding atSeptember
      30, 2009 and December 31, 2008
                
                
                -
                
                
                
                -Common
      stock, $0.0001 par value, 100,000,000 shares authorized, 40,675,347 and
      36,855,714 sharesissued
      and outstanding at September 30, 2009 and December 31, 2008, respectively
      (Note 2)
                
                
                4,068
                
                
                
                3,686Additional
      paid-in capital
                
                
                21,717,239
                
                
                
                12,663,513Accumulated
      other comprehensive income
                
                
                3,932,687
                
                
                
                3,960,012Statutory
      surplus reserve fund (Note 14)
                
                
                3,568,869
                
                
                
                3,568,869Retained
      earnings (unrestricted)
                
                
                38,695,199
                
                
                
                26,193,371Total
      NIVS IntelliMedia Technology Group, Inc. Shareholders'
    Equity
                
                
                67,918,062
                
                
                
                46,389,451Noncontrolling
      interest
                
                
                1,463,296
                
                
                
                1,099,240Total
      Equity
                
                
                69,381,358
                
                
                
                47,488,691Total
      Liabilities & Equity
                
                $
                132,248,583
                
                
                $
                118,923,965





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


1


NIVS
IntelliMedia Technology Group, Inc. and Subsidiaries


Consolidated
Statements of Operations


(In
US Dollars)


(Unaudited)





For The Three Months Ended
                
                
                For The Nine Months EndedSeptember 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008(Restated)
                
                
                
                
                
                (Restated)Revenue
                
                $
                52,384,695
                
                
                $
                49,411,468
                
                
                $
                122,501,145
                
                
                $
                101,048,363Other
      Sales
                
                
                70,741
                
                
                
                164,939
                
                
                
                223,190
                
                
                
                320,992Cost
      of Goods Sold
                
                
                (40,956,192
                )
                
                
                (38,261,969
                )
                
                
                (95,226,516
                )
                
                
                (77,852,802
                )Gross
      Profit
                
                
                11,499,244
                
                
                
                11,314,438
                
                
                
                27,497,819
                
                
                
                23,516,553Selling
      Expenses
                
                
                2,327,577
                
                
                
                1,286,796
                
                
                
                5,595,689
                
                
                
                2,649,900General
      and administrativeAmortization
                
                
                24,270
                
                
                
                18,003
                
                
                
                60,063
                
                
                
                51,491Depreciation
                
                
                83,903
                
                
                
                87,859
                
                
                
                248,227
                
                
                
                249,068Bad
      debts
                
                
                -
                
                
                
                424,299
                
                
                
                -
                
                
                
                808,401Merger
      cost
                
                
                -
                
                
                
                1,783,586
                
                
                
                -
                
                
                
                1,783,586Stock-based
      compensation
                
                
                -
                
                
                
                765,000
                
                
                
                -
                
                
                
                765,000Others
      general and administrative (Note 13)
                
                
                1,154,369
                
                
                
                857,584
                
                
                
                3,119,359
                
                
                
                1,891,291Total
      general and administrative
                
                
                1,262,542
                
                
                
                3,936,331
                
                
                
                3,427,649
                
                
                
                5,548,837Research
      and development
                
                
                1,122,003
                
                
                
                261,141
                
                
                
                2,457,478
                
                
                
                668,323Total
      operating expenses
                
                
                4,712,122
                
                
                
                5,484,268
                
                
                
                11,480,816
                
                
                
                8,867,060Income
      from operations
                
                
                6,787,122
                
                
                
                5,830,170
                
                
                
                16,017,003
                
                
                
                14,649,493Other
      income (expenses)Government
      grant
                
                
                335,459
                
                
                
                21,506
                
                
                
                402,382
                
                
                
                21,506Interest
      income
                
                
                1
                
                
                
                250,664
                
                
                
                6
                
                
                
                393,946Interest
      expense
                
                
                (404,087
                )
                
                
                (517,857
                )
                
                
                (1,290,312
                )
                
                
                (1,563,094
                )Imputed
      interest
                
                
                -
                
                
                
                (147,620
                )
                
                
                -
                
                
                
                (446,953
                )Sundry
      income (expense), net
                
                
                -
                
                
                
                (31,544
                )
                
                
                9,981
                
                
                
                (22,370
                )Total
      other income (expenses)
                
                
                (68,627
                )
                
                
                (424,851
                )
                
                
                (877,943
                )
                
                
                (1,616,965
                )Income
      before noncontrolling interest and income taxes
                
                
                6,718,495
                
                
                
                5,405,319
                
                
                
                15,139,060
                
                
                
                13,032,528Income
      taxes (Note 15)
                
                
                (1,033,814
                )
                
                
                (645,936
                )
                
                
                (2,309,683
                )
                
                
                (1,621,020
                )Net
      income
                
                
                5,684,681
                
                
                
                4,759,383
                
                
                
                12,829,377
                
                
                
                11,411,508Net
      income attributable to the noncontrolling interest
                
                
                (146,805
                )
                
                
                (196,195
                )
                
                
                (327,549
                )
                
                
                (363,328
                )Net
      income attributable to NIVS IntelliMedia Technology
      Group,  Inc.
                
                $
                5,537,876
                
                
                $
                4,563,188
                
                
                $
                12,501,828
                
                
                $
                11,048,180Basic
      earnings per share - net income attributableto
      NIVS's common shareholders
                
                $
                0.14
                
                
                $
                0.13
                
                
                $
                0.32
                
                
                $
                0.37Weighted-average
      shares outstanding, Basic
                
                
                40,675,347
                
                
                
                34,147,201
                
                
                
                39,595,543
                
                
                
                29,746,845Diluted
      earnings per share - net income attributableto
      NIVS's common shareholders
                
                $
                0.14
                
                
                $
                0.13
                
                
                $
                0.31
                
                
                $
                0.37Weighted-average
      shares outstanding, Diluted
                
                
                40,675,347
                
                
                
                34,844,197
                
                
                
                39,862,552
                
                
                
                29,979,177





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


2


NIVS
IntelliMedia Technology Group, Inc. and Subsidiaries


Consolidated
Statements of Cash Flows


(In
US Dollars)


(Unaudited)





For The Nine Months EndedSeptember 30,2009
                
                
                2008(Restated)Cash
      Flows From Operating ActivitiesNet
      Income
                
                $
                12,829,377
                
                
                $
                11,411,508Adjustments
      to reconcile net income to net cash provided by operating
      activities:Imputed
      interest
                
                
                -
                
                
                
                446,953Bad
      debts
                
                
                -
                
                
                
                808,401Depreciation
                
                
                4,380,877
                
                
                
                3,575,811Amortization
                
                
                60,063
                
                
                
                51,491Stock-based
      compensation
                
                
                -
                
                
                
                765,000Changes
      in operating assets and liabilities:Account
      receivable-trade
                
                
                (9,162,451
                )
                
                
                (17,268,951
                )Interest
      receivables
                
                
                -
                
                
                
                (393,919
                )Advance
      to suppliers for purchases
                
                
                727,307
                
                
                
                (9,583,376
                )Prepaid
      expenses and deposits
                
                
                57,008
                
                
                
                (2,569,116
                )Inventories,
      net
                
                
                (11,160,570
                )
                
                
                10,499,518VAT
      refundable
                
                
                865,245
                
                
                
                -Accounts
      payable, accrued liabilities and customer deposits
                
                
                1,464,146
                
                
                
                (4,925,735
                )Various
      taxes payable
                
                
                1,488,556
                
                
                
                795,962Wages
      payable
                
                
                (274,542
                )
                
                
                (237,039
                )Corporate
      tax payable
                
                
                2,187,748
                
                
                
                604,280Net
      cash provided by (used in) operating activities
                
                
                3,462,764
                
                
                
                (6,019,212
                )Cash
      Flows From Investing ActivitiesPurchases
      of property and equipment
                
                
                (3,270,839
                )
                
                
                (8,176,812
                )Purchases
      of intangible assets
                
                
                (55,161
                )
                
                
                (28,674
                )Due
      from related parties
                
                
                -
                
                
                
                (5,406,525
                )Changes
      in restricted cash
                
                
                6,101,976
                
                
                
                (2,334,918
                )Short-term
      investment, marketable securities
                
                
                -
                
                
                
                568,063Net
      cash provided by (used in) investing activities
                
                
                2,775,976
                
                
                
                (15,378,866
                )Cash
      Flows From Financing ActivitiesIncrease
      (decrease) in loans payable
                
                
                4,515,932
                
                
                
                3,020,190Increase
      (decrease) in notes payable
                
                
                (10,107,109
                )
                
                
                10,607,071Capital
      lease payable
                
                
                -
                
                
                
                -Net
      proceeds of share issuance
                
                
                1,212,382
                
                
                
                10,487,474Due
      to shareholder
                
                
                -
                
                
                
                (1,875,133
                )Net
      cash provided by (used in) financing activities
                
                
                (4,378,795
                )
                
                
                22,239,602Effect
      of exchange rate changes on cash
                
                
                (35,123
                )
                
                
                833,883Net
      increase in cash and cash equivalents
                
                
                1,824,822
                
                
                
                1,675,407Cash
      and cash equivalents, beginning of period
                
                
                461,504
                
                
                
                1,438,651Cash
      and cash equivalents, end of period
                
                $
                2,286,326
                
                
                $
                3,114,058Supplemental
      disclosure information:Interest
      expense paid
                
                $
                1,290,312
                
                
                $
                1,045,237Income
      taxes paid
                
                $
                2,442,340
                
                
                $
                975,084Supplemental
      financial activities:Exchange
      of Li debt for common stock
                
                $
                7,841,726
                
                
                $
                -Issuance
      of shares for warrants exercise
                
                $
                946,640
                
                
                $
                -





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


3


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
1 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS





On
February 17, 2010, the Company discovered that its 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
the Company’s selling expenses for the period.  The Company also noted
that its 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 the Company’s
liabilities and expenses for the periods.





Authorized
officers of the Company’s Board of Directors concluded on February 17, 2010 that
the Company should restate the financial statements described above and file an
amendment to the Quarterly Report on Form 10Q filed with the Securities and
Exchange Commission (the “SEC”) on November 12, 2010.





In
addition, the Company reclassified the change in restricted cash on its
Consolidated Statement of Cash Flows for the nine months ended September 30,
2009 and 2008 from “Cash flows from operating activities” to “Cash flows from
investing activities”.





Effects
of Restatements





To
correct the above noted errors, the Company has restated the accompanying
Consolidated Balance Sheets as of September 30, 2009, its Consolidated
Statements of Operations for the three and nine months ended September 30, 2009,
and the Consolidated Statements of Cash Flows for the nine months ended
September 30, 2009, and the notes to the consolidated financial
statements.





The
following is a summary items affected by the corrections described
above:





Consolidated Balance
Sheets





As of September 30,
    2009As previouslyreported
                  
                  
                  Adjustments
                  
                  
                  As restatedAccrued
      liabilities and other payable
                  
                  $
                  949,937
                  
                  
                  $
                  870,000
                  
                  
                  $
                  1,819,937Corporate
      tax payable
                  
                  
                  5,064,923
                  
                  
                  
                  (132,657
                  )
                  
                  
                  4,932,266Total
      current liabilities
                  
                  
                  62,129,882
                  
                  
                  
                  737,343
                  
                  
                  
                  62,867,225Total
      liabilities
                  
                  
                  62,129,882
                  
                  
                  
                  737,343
                  
                  
                  
                  62,867,225Retained
      earnings (unrestricted)
                  
                  
                  39,414,109
                  
                  
                  
                  (718,910
                  )
                  
                  
                  38,695,199Total
      NIVS IntelliMedia Technology Group, Inc. Shareholder’s
    Equity
                  
                  
                  68,636,972
                  
                  
                  
                  (718,910
                  )
                  
                  
                  67,918,062Noncontrolling
      interest
                  
                  
                  1,481,729
                  
                  
                  
                  (18,433
                  )
                  
                  
                  1,463,296Total
      Equity
                  
                  $
                  70,118,701
                  
                  
                  $
                  (737,343
                  )
                  
                  $
                  69,381,358





4


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
1 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
(CONTINUED)





Effects
of Restatements (continued)





Consolidated Statements of
Operations





For the three months endedSeptember 30, 2009As previouslyreported
                
                
                Adjustments
                
                
                As restatedCost of goods sold
                
                $
                (40,334,025
                )
                
                $
                (622,167
                )
                
                $
                (40,956,192
                )Gross
      profit
                
                
                12,121,411
                
                
                
                (622,167
                )
                
                
                11,499,244Selling
      expenses
                
                
                2,884,365
                
                
                
                (556,788
                )
                
                
                2,327,577Other
      general and administrative
                
                
                967,960
                
                
                
                186,409
                
                
                
                1,154,369Total
      general and administrative
                
                
                1,076,133
                
                
                
                186,409
                
                
                
                1,262,542Total
      operating expenses
                
                
                5,082,501
                
                
                
                (370,379
                )
                
                
                4,712,122Income
      from operations
                
                
                7,038,910
                
                
                
                (251,788
                )
                
                
                6,787,122Income
      before noncontrolling interest and income taxes
                
                
                6,970,283
                
                
                
                (251,788
                )
                
                
                6,718,495Income
      taxes
                
                
                (1,166,471
                )
                
                
                132,657
                
                
                
                (1,033,814
                )Net
      income
                
                
                5,803,812
                
                
                
                (119,131
                )
                
                
                5,684,681Net
      income attributable to the noncontrolling interest
                
                
                (165,238
                )
                
                
                18,433
                
                
                
                (146,805
                )Net
      income attributable to NIVS IntelliMedia Technology Group,
      Inc.
                
                $
                5,638,574
                
                
                $
                (100,698
                )
                
                $
                5,537,876





For the nine months endedSeptember 30, 2009As previouslyreported
                  
                  
                  Adjustments
                  
                  
                  As restatedCost
      of goods sold
                  
                  $
                  (94,604,349
                  )
                  
                  $
                  (622,167
                  )
                  
                  $
                  (95,226,516
                  )Gross
      profit
                  
                  
                  28,119,986
                  
                  
                  
                  (622,167
                  )
                  
                  
                  27,497,819Selling
      expenses
                  
                  
                  5,534,265
                  
                  
                  
                  61,424
                  
                  
                  
                  5,595,689Other
      general and administrative
                  
                  
                  2,932,950
                  
                  
                  
                  186,409
                  
                  
                  
                  3,119,359Total
      general and administrative
                  
                  
                  3,241,240
                  
                  
                  
                  186,409
                  
                  
                  
                  3,427,649Total
      operating expenses
                  
                  
                  11,232,983
                  
                  
                  
                  247,833
                  
                  
                  
                  11,480,816Income
      from operations
                  
                  
                  16,887,003
                  
                  
                  
                  (870,000
                  )
                  
                  
                  16,017,003Income
      before noncontrolling interest and income taxes
                  
                  
                  16,009,060
                  
                  
                  
                  (870,000
                  )
                  
                  
                  15,139,060Income
      taxes
                  
                  
                  (2,442,340
                  )
                  
                  
                  132,657
                  
                  
                  
                  (2,309,683
                  )Net
      income
                  
                  
                  13,566,720
                  
                  
                  
                  (737,343
                  )
                  
                  
                  12,829,377Net
      income attributable to the noncontrolling interest
                  
                  
                  (345,982
                  )
                  
                  
                  18,433
                  
                  
                  
                  (327,549
                  )Net
      income attributable to NIVS IntelliMedia Technology Group,
      Inc.
                  
                  $
                  13,220,738
                  
                  
                  
                  (718,910
                  )
                  
                  
                  12,501,828Basic
      earnings per share - net income attributable to NIVS's common
      shareholders
                  
                  $
                  0.33
                  
                  
                  
                  (0.01
                  )
                  
                  
                  0.32Diluted
      earnings per share - net income attributable to NIVS's common
      shareholders
                  
                  $
                  0.33
                  
                  
                  $
                  (0.02
                  )
                  
                  $
                  0.31


5


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
1 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
(CONTINUED)





Effects
of Restatements (continued)





Consolidated Statements of
Cash Flows





For
      the nine months endedSeptember 30,
      2009As previouslyreported
                  
                  
                  Adjustments
                  
                  
                  As restatedNet
      income
                  
                  $
                  13,566,720
                  
                  
                  $
                  (737,343
                  )
                  
                  $
                  12,829,377Accounts
      payable, accrued liabilities and customer deposits
                  
                  
                  594,146
                  
                  
                  
                  870,000
                  
                  
                  
                  1,464,146Corporate
      tax payable
                  
                  $
                  2,320,405
                  
                  
                  $
                  (132,657
                  )
                  
                  $
                  2,187,748





Reclassification
of Items on Statement of Cash Flows





The
change of the restricted cash of $6,101,976 and $2,334,918 for the nine months
ended September 30, 2009 and 2008, respectively, which were originally reflected
in the movement of restricted cash under “Cash flows from operating activities”,
was reclassified to reflect in the movement of restricted cash under “Cash flows
from investing activities” on the Company’s Consolidated Statements of Cash
Flows.





The
reclassification has no impact on the Consolidated Statements of Operations for
the nine months ended September 30, 2009 and 2008, and the Consolidated Balance
Sheets as of September 30, 2009 and December 31, 2008.





The
following is a summary of the changes described above:





For the nine months ended
                        September 30, 2009As previously
                        reported
                      
                      
                      As revisedNet
      cash provided by operating activities
                      
                      $
                      9,564,740
                      
                      
                      $
                      3,462,764Net
      cash provided by (used in) investing activities
                      
                      $
                      (3,326,000)
                      
                      
                      $
                      2,775,976





For the nine
      months ended
                        September 30,
      2008As previously
                        reported
                      
                      
                      As revisedNet
      cash used in operating activities
                      
                      $
                      (8,354,130)
                      
                      
                      $
                      (6,019,212)Net
      cash used in investing activities
                      
                      $
                      (13,043,948)
                      
                      
                      $
                      (15,378,866)





6


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
2 - 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 were the reporting
entity.





Niveous
was incorporated in British Virgin Islands (BVI) on October 31,
2003.  As at September 30, 2009, Niveous had 50,000 capital shares
authorized with $1.00 par value and 10,000 shares issued and
outstanding.





In April,
2004, Niveous acquired 97.5% of ownership of NIVS (HZ) Audio & Video Tech
Company Limited (“NIVS PRC”) from its original shareholders.  NIVS PRC
is the main operating company located in Huizhou, PRC.  It engages in
research, development, production, marketing and sales of audio & video
electronic equipment for the domestic and international markets.





In April,
2005, Niveous acquired 100% of ownership of NIVS International (H.K.) Limited
(“NIVS HK”) under an ownership transfer agreement.  NIVS HK is a
holding company incorporated in November 2004 in Hong Kong, PRC with the
original sole shareholder Mr. Li Tianfu.  Pursuant to the transfer
agreement, Niveous agreed to pay Mr. Li Tianfu 1M HKD for the ownership
transfer.





In
February 2006, NIVS PRC established a branch company NIVS (HZ) Audio & Video
Tech Company Limited Shenzhen Branch (“NIVS Shenzhen”) located in Shenzhen, PRC.
NIVS Shenzhen is currently performing sales and marketing for the Company’s
products.





In
November 2007, Niveous entered an ownership transfer agreement to transfer its
whole ownership of NIVS PRC to NIVS HK.  After the restructuring, NIVS
PRC became a subsidiary of NIVS HK.





In June
2008, NIVS HK entered an ownership transfer agreement to transfer its whole
ownership of NIVS PRC to Niveous.  Pursuant to the agreement, Niveous
agreed to pay NIVS HK 50M HKD within three months. After the restructuring, NIVS
PRC became a subsidiary of Niveous.  As a result, Niveous and Mr. Li
Tianfu hold 97.5% and 2.5% of total interests of NIVS PRC,
respectively.





In June
2008, Niveous entered into a share exchange agreement with SRKP 19, Inc., a
Delaware corporation, and all of the shareholders of Niveous. Pursuant to the
exchange agreement, as it was amended (the “Exchange Agreement”), SRKP 19 agreed
to issue an aggregate of 27,546,667 shares of its common stock in exchange for
all of the issued and outstanding securities of Niveous (the “Share
Exchange”).The Share Exchange closed in July 2008. Upon the closing of the Share
Exchange on July 25, 2008, SRKP 19 issued an aggregate of 27,546,667shares of
its common stock to the shareholders of Niveous and their designees in exchange
for all of the issued and outstanding securities of Niveous. Immediately after
the closing of the Share Exchange, SRKP 19 changed its corporate name from “SRKP
19, Inc.” to “NIVS IntelliMedia Technology Group, Inc.” For accounting purposes,
the Share Exchange was treated as a reverse acquisition.





Prior to
the closing of the Share Exchange, the NIVS USA’s shareholders canceled an
aggregate of 4,756,390 shares held by them such that there were 2,340,000 shares
of common stock outstanding immediately prior to the Share Exchange. The
shareholders also canceled an aggregate of 6,149,723 warrants such that the
shareholders held an aggregate of 946,667 warrants immediately after the Share
Exchange.


7


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited




NOTE
2 - DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)





Concurrently
with the close of the Share Exchange, NIVS USA conducted an initial closing of a
private placement transaction pursuant to which NIVS USA sold an aggregate of
5,239,460 shares of common stock at $1.80 per share, for gross proceeds of
approximately $9.4 million. On August 12, 2008, NIVS USA conducted the second
and final closing of the private placement pursuant to which NIVS USA sold an
aggregate of 1,304,587 shares of common stock at $1.80 per share, for gross
proceeds of approximately $2.3 million. Accordingly, NIVS USA sold a total of
6,544,047 shares of common stock in the private placement for aggregate gross
proceeds of $11.8 million. WestPark Capital, Inc., the placement agent for
the Private Placement, was paid a commission equal to 6.5% of the gross proceeds
from the financing, in addition to a $130,000 success fee for the Share
Exchange, for an aggregate fee of approximately $896,000. NIVS USA filed a
registration statement covering the common stock sold in the Private Placement
within 30 days of the closing of the Share that was declared effective by the
Securities and Exchange Commission ("SEC") in March 2009.





On
December 24, 2008, NIVS USA entered into an agreement with Mr. Li pursuant to
which the outstanding debt that the Company owed to Mr. Li would be converted
into shares of NIVS USA common stock.  According to the agreement, the
shares would be issued upon the closing of its public offering.  The
public offering closed on March 18, 2009 and NIVS USA issued 2,240,493 shares of
common stock to Mr. Li, which is equal to the debt amount of approximately $7.8
million divided by the offering price of public offering, which was $3.50 per
share.  As a result of the conversion of the debt into equity, the
debt is no longer outstanding, and NIVS USA and its subsidiaries do not have any
outstanding debt owed to Mr. Li.  As a result of the shares issued in
the debt conversion, the number of shares that Mr. Li beneficially owns
increased from 12,204,667 shares to 14,445,160 shares.





In March
2009, NIVS USA completed a public offering consisting of 550,000 shares of
common stock. WestPark Capital, Inc. acted as underwriter in the public
offering.  Shares of common stock were sold to the public at a price
of $3.50 per share, for gross proceeds of approximately $1.9
million.  Compensation for WestPark Capital’s services included
discounts and commissions of $192,500, a $57,750 non-accountable expense
allowance, road show expenses of approximately of $10,000, and legal counsel
fees (excluding blue sky fees) of $40,000.  WestPark Capital also
received a warrant to purchase 55,000 shares of common stock at an exercise
price of $4.20 per share.  The warrant, which has a term of five
years, is not exercisable until at least one-year from the date of
issuance.   The warrant also carries registration
rights.





In April
2009, the underwriter to the Company’s public offering that closed in March 2009
exercised its over-allotment option to purchase an additional of 82,500 shares
of common stock. The shares were sold to the underwriter at a price of $3.50 per
share for gross proceeds of $288,750.  Compensation incurred in the
public offering included discounts and commissions of $28,875, an $8,663
non-accountable expense allowance, other expenses of $4,821, and legal counsel
fees of $42,500.





NIVS USA
and its subsidiaries – Niveous, NIVS HK, NIVS PRC and NIVS Shenzhen shall be
collectively referred throughout as the “Company”.





To
summarize the paragraphs above, the organization and ownership structure of the
Company is currently as follows:








8


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





a.      Basis
of preparation





The
consolidated financial statements have been prepared in accordance with US GAAP
for interim financial information and the instructions to Form 10-Q and Article
10 of Regulation SX. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These consolidated financial statements should be read in
conjunction with the consolidated financial statements of the Company for the
year ended December 31, 2008 and notes thereto contained in the Report on Form
10-K of the Company as filed with the United States Securities and Exchange
Commission (the “SEC”). Interim results are not necessarily indicative of the
results for the full year.





In the
opinion of the management, the consolidated financial statements reflect all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position of the Company as of September 30, 2009
and December 31, 2008, and the results of operations and cash flows for the nine
months ended September 30, 2009 and 2008, respectively.




The
Company has evaluated subsequent events through the date that the financial
statements were issued, which was November 10, 2009 the date of the Company’s
Quarterly Report on Form 10-Q for the period ended September 30,
2009.





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.





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.      Fair
values of financial instruments





The
Company adopted the standard for the Disclosures About Fair Value of Financial
Instruments, which defines financial instruments and requires fair value
disclosures of those financial instruments. On January 1, 2008, the Company
adopted the standard for “Fair Value Measurements,” which defines fair
value, establishes a three-level valuation hierarchy for disclosures of fair
value measurement and enhances disclosures requirements for fair value measures.
Current assets and current liabilities qualified as financial instruments and
management believes their carrying amounts are a reasonable estimate of fair
value because of the short period of time between the origination of such
instruments and their expected realization and if applicable, their current
interest rate is equivalent to interest rates currently
available.  The three levels are defined as follow:





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


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


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





As of the
balance sheet date, the estimated fair values of the financial instruments were
not materially different from their carrying values as presented due to the
short maturities of these instruments and that the interest rates on the
borrowings approximate those that would have been available for loans of similar
remaining maturity and risk profile at respective period-ends. Determining which
category an asset or liability falls within the hierarchy requires significant
judgment. The Company evaluates the hierarchy disclosures each
quarter.


9


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited




NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





e.      Advertising





The
Company expenses advertising costs as incurred. Advertising is included in
selling expenses for financial reporting. The Company spent $1,246,367, $25,218,
$3,606,650 and $33,004 on advertising expenses for the three and nine months
ended September 30, 2009 and 2008, respectively.





f.      Cash
and cash equivalents





Cash and
cash equivalents include cash on hand, demand deposits with banks and liquid
investments with an original maturity of three months or less.





g.      Accounts
receivable





Accounts
receivable are recognized and carried at original invoiced amount less an
allowance for uncollectible accounts, as needed.





The
Company uses the aging method to estimate the valuation allowance for
anticipated uncollectible receivable balances. Under the aging method, bad debts
percentages determined by management based on historical experience as well as
current economic climate are applied to customers’ balances categorized by the
number of months the underlying invoices have remained outstanding. The
valuation allowance balance is adjusted to the amount computed as a result of
the aging method. When facts subsequently become available to indicate that the
amount provided as the allowance was incorrect, an adjustment which classified
as a change in estimate is made.





h.      Inventories





Inventories
are stated at the lower of cost, as determined on a weighted average basis, or
market. Costs of inventories include purchase and related costs incurred in
bringing the products to their present location and condition. Market value is
determined by reference to selling prices after the balance sheet date or to
management’s estimates based on prevailing market conditions. The management
writes down the inventories to market value if it is below cost. The management
also regularly evaluates the composition of its inventories to identify
slow-moving and obsolete inventories to determine if valuation allowance is
required.





i.      Property and
equipment





Property
and equipment are initially recognized and recorded at cost. Gains or losses on
disposals are reflected as gain or loss in the period of disposal. The cost of
improvements that extend the life of plant and equipment are capitalized. These
capitalized costs may include structural improvements, equipment and fixtures.
All ordinary repairs and maintenance costs are expensed as
incurred.





Depreciation
for financial reporting purposes is provided using the straight-line method over
the estimated useful lives of the assets:





Building
                
                38
      yearsMolds
                
                8
      yearsMachinery
      and Equipment
                
                10
      yearsElectronic
      Equipment
                
                5
      yearsLeasehold
      Improvements
                
                5
      yearsOffice
      and Other Equipment
                
                5
      yearsAutomobiles
                
                5
      years




10


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited




NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





j.      Intangible assets





The
Company’s intangible assets are stated at cost less accumulated amortization and
are comprised of land-use rights and computer software use
rights.  Land-use rights are related to land the Company occupies in
Guangdong Province, PRC and are being amortized on a straight-line basis over a
period of 40 years. Computer software use rights are being amortized on a
straight-line basis over a period of 10 years. All trademarks use rights are
being amortized on a straight-line basis over a period of 10 years.





k.      Impairment of long-lived
assets





The
Company accounts for impairment of plant and equipment and amortizable
intangible assets in accordance with the standard of “Accounting for Impairment
of Long-Lived Assets and Long-Lived Assets to be Disposed Of”, which requires
the Company to evaluate a long-lived asset for recoverability when there is
event or circumstance that indicate the carrying value of the asset may not be
recoverable. An impairment loss is recognized when the carrying amount of a
long-lived asset or asset group is not recoverable (when carrying amount exceeds
the gross, undiscounted cash flows from use and disposition) and is measured as
the excess of the carrying amount over the asset’s (or asset group’s) fair
value.





l.      Comprehensive
income





The
Company has adopted the standard of “Reporting Comprehensive Income”, which
establishes standards for reporting and displaying comprehensive income, its
components, and accumulated balances in a full-set of general-purpose financial
statements. Accumulated other comprehensive income represents the accumulated
balance of foreign currency translation adjustments.





m.     Revenue
recognition





The
Company generates revenues from the sales of audio and video electronic products
and subcontracting activities. Sales are recognized when the following four
revenue criteria are met: persuasive evidence of an arrangement exists, delivery
has occurred, the selling price is fixed or determinable, and collectability is
reasonably assured. Sales are presented net of value added tax (VAT). No return
allowance is made as products returns are insignificant based on historical
experience.




n.      Government grants





Grants
from the PRC government are recognized at their fair value where there is a
reasonable assurance that the grant will be received and the Company will comply
with all attached conditions. Government grants are recognized as other income
or gains in the period received and as assets, decreases of liabilities, or
expenses depending on the form of the grants received.





o.      Research and development
costs





Research
and development costs are expensed to operations as incurred. The Company spent
$1,122,003, $261,141, $2,457,478 and $668,323, on direct research and
development (“R&D”) efforts in the three and nine months ended September 30,
2009 and 2008, respectively.


11


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited




NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





p.      Income taxes





The
Company accounts for income taxes in accordance with the accounting standard
which requires an asset and liability approach for financial accounting and
reporting for income taxes and allows recognition and measurement of deferred
tax assets based upon the likelihood of realization of tax benefits in future
years. Under the asset and liability approach, deferred taxes are provided for
the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before the Company
is able to realize their benefits, or that future deductibility is
uncertain.





The
Company adopted the accounting standard for uncertainty in income taxes which
prescribes a comprehensive model for how a company should recognize, measure,
present and disclose in its financial statements uncertain tax positions that
the Company has taken or expects to take on a tax return (including a decision
whether to file or not to file a return in a particular
jurisdiction).





q.      Foreign currency
translation





The
functional currency of Niveous and NIVS HK is Hong Kong Dollar (“HKD”). The
Company maintains its financial statements using the functional currency.
Monetary assets and liabilities denominated in currencies other than the
functional currency are translated into the functional currency at rates of
exchange prevailing at the balance sheet dates. Transactions denominated in
currencies other than the functional currency are translated into the functional
currency at the exchange rates prevailing at the dates of the transaction.
Exchange gains or losses arising from foreign currency transactions are included
in the determination of net income (loss) for the respective
periods.





The
functional currency of NIVS PRC and NIVS Shenzhen is the Renminbi (“RMB”), the
PRC’s currency. These two companies maintain their financial statements using
their own functional currency. Monetary assets and liabilities denominated in
currencies other than the functional currency are translated into the functional
currency at rates of exchange prevailing at the balance sheet dates.
Transactions denominated in currencies other than the functional currency are
translated into the functional currency at the exchange rates prevailing at the
dates of the transaction. Exchange gains or losses arising from foreign currency
transactions are included in the determination of net income (loss) for the
respective periods.





For
financial reporting purposes, the financial statements of Niveous and NIVS HK,
which are prepared in HKD, are translated into the Company’s reporting currency,
United States Dollars (“USD”); the financial statements of NIVS PRC and NIVS
Shenzhen, which are prepared in RMB, are translated into the Company’s reporting
currency, USD. Balance sheet accounts are translated using the closing exchange
rate in effect at the balance sheet date and income and expense accounts are
translated using the average exchange rate prevailing during the reporting
period. Adjustments resulting from the translation, if any, are included in
accumulated other comprehensive income (loss) in stockholder’s
equity.





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, 2008
            
            
            6.81710
            
            
            
            6.93722Nine
      months ended September 30, 2009
            
            
            6.81756
            
            
            
            6.82175Three
      months ended September 30, 2009
            
            
            6.81756
            
            
            
            6.84110Nine
      months ended September 30, 2008
            
            
            6.83530
            
            
            
            6,97500Three
      months ended September 30, 2008
            
            
            6.83530
            
            
            
            6.82082





12


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited




NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





q.      Foreign currency translation
(continued)





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





Period Covered
            
            Balance Sheet Date Rates
            
            
            Average RatesNine
      months ended September 30, 2009
            
            
            7,75194
            
            
            
            7.75014Three
      months ended September 30, 2009
            
            
            7.79154
            
            
            
            7.75102Nine
      months ended September 30, 2008
            
            
            7.79730
            
            
            
            7.76880Three
      months ended September 30, 2008
            
            
            7.79730
            
            
            
            7.80007





r.      Customer deposit





The
customer deposits are recorded as liability when the Company receives it and
recognized as revenue after the total amount is paid off upon the delivery of
the products.





s.      Related parties





A party
is considered to be related to the Company if the party directly or indirectly
or through one or more intermediaries, controls, is controlled by, or is under
common control with the Company. Related parties also include principal owners
of the Company, its management, members of the immediate families of principal
owners of the Company and its management and other parties with which the
Company may deal if one party controls or can significantly influence the
management or operating policies of the other to an extent that one of the
transacting parties might be prevented from fully pursuing its own separate
interests. A party which can significantly influence the management or operating
policies of the transacting parties or if it has an ownership interest in one of
the transacting parties and can significantly influence the other to an extent
that one or more of the transacting parties might be prevented from fully
pursuing its own separate interests is also a related party.





t.      Recently issued accounting
pronouncements





In
June 2009, the Financial Accounting Standards Board (FASB) issued a
standard that established the FASB Accounting Standards Codification (ASC)
and amended the hierarchy of generally accepted accounting principles (ASC)
and amended the hierarchy of generally accepted accounting principles (GAAP)
such that the ASC became the single source of authoritative nongovernmental U.S.
GAAP. The ASC did not change current U.S. GAAP, but was intended to simplify
user access to all authoritative U.S. GAAP by providing all the authoritative
literature related to a particular topic in one place. All previously existing
accounting standard documents were superseded and all other accounting
literature not included in the ASC is considered non-authoritative. New
accounting standards issued subsequent to June 30, 2009 are communicated by
the FASB through Accounting Standards Updates (ASUs). The Company adopted the
ASC on July 1, 2009. This standard did not have an impact on the Company’s
consolidated results of operations or financial condition. However, throughout
the notes to the consolidated financial statements references that were
previously made to various former authoritative U.S. GAAP pronouncements have
been changed to coincide with the appropriate section of the
ASC.


13


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited




NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





t.      Recently issued accounting
pronouncements (continued)





In
December 2007, the FASB issued a new standard which established the
accounting for and reporting of noncontrolling interests (NCIs) in partially
owned consolidated subsidiaries and the loss of control of subsidiaries. Certain
provisions of this standard indicate, among other things, that NCIs (previously
referred to as minority interests) be treated as a separate component of equity,
not as a liability (as was previously the case); that increases and decreases in
the parent’s ownership interest that leave control intact be treated as equity
transactions, rather than as step acquisitions or dilution gains or losses; and
that losses of a partially owned consolidated subsidiary be allocated to the NCI
even when such allocation might result in a deficit balance. This standard also
required changes to certain presentation and disclosure requirements. The
Company adopted the standard beginning January 1, 2009. The provisions of
the standard were applied to all NCIs prospectively, except for the presentation
and disclosure requirements, which were applied retrospectively to all periods
presented. As a result, upon adoption, the Company retroactively reclassified
the “Minority interest in subsidiaries” balance previously included in the
“Other liabilities” section of the consolidated balance sheet to a new component
of equity with respect to NCIs in consolidated subsidiaries. The adoption also
impacted certain captions previously used on the consolidated statement of
income, largely identifying net income including NCI and net income attributable
to the Company.  The adoption of this standard did not have a material
impact on the Company’s consolidated financial position or results of
operations.





In
June 2009, the FASB issued a new standard regarding the accounting for
transfers of financial assets amending the existing guidance on transfers of
financial assets to, among other things, eliminate the qualifying
special-purpose entity concept, include a new unit of account definition that
must be met for transfers of portions of financial assets to be eligible for
sale accounting, clarify and change the derecognition criteria for a transfer to
be accounted for as a sale, and require significant additional disclosure. The
standard is effective for new transfers of financial assets beginning
January 1, 2010. The adoption of this standard is not expected to have a
material impact on the Company’s consolidated results of operations or financial
condition.




In
June 2009, the FASB issued an accounting standard that revised the
consolidation guidance for variable-interest entities. The modifications include
the elimination of the exemption for qualifying special purpose entities, a new
approach for determining who should consolidate a variable-interest entity, and
changes to when it is necessary to reassess who should consolidate a
variable-interest entity. The standard is effective January 1, 2010. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s consolidated results of
operations or financial condition.




In
August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair
Value, which provides additional guidance on how companies should measure
liabilities at fair value under ASC 820. The ASU clarifies that the quoted price
for an identical liability should be used. However, if such information is not
available, a entity may use, the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value measurements.  The ASU is effective
October 1, 2009. The Company is currently evaluating the impact of this
standard, but would not expect it to have a material impact on the Company’s
consolidated results of operations or financial condition.




14


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited




NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





t.      Recently issued accounting
pronouncements (continued)





In
September 2009, the FASB issued ASU No. 2009-12, Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent), that amends ASC
820 to provide guidance on measuring the fair value of certain alternative
investments such as hedge funds, private equity funds and venture capital funds.
The ASU indicates that, under certain circumstance, the fair value of such
investments may be determined using net asset value (NAV) as a practical
expedient, unless it is probable the investment will be sold at something other
than NAV. In those situations, the practical expedient cannot be used and
disclosure of the remaining actions necessary to complete the sale is required.
The ASU also requires additional disclosures of the attributes of all
investments within the scope of the new guidance, regardless of whether an
entity used the practical expedient to measure the fair value of any of its
investments. This ASU is effective October 1, 2009. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s consolidated results of operations or
financial condition.





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.


15





NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
4 - TRADE RECEIVABLES, NET





Trade
receivables consist of the following:





September 30,
                
                
                December 31,2009
                
                
                2008Trade
      receivables
                
                $
                32,904,589
                
                
                $
                23,742,432Allowance
      for doubtful accounts
                
                
                (3,377,782
                )
                
                
                (3,378,076
                )Trade
      receivables, net
                
                $
                29,526,807
                
                
                $
                20,364,356





The
provision for bad debts increased by $0, $424,299, $0 and $808,401 for three
and  nine months ended September 30, 2009 and 2008, respectively, as
follows:





Three Months
                
                
                Three Months
                
                
                Nine Months
                
                
                Nine MonthsEnded
                
                
                Ended
                
                
                Ended
                
                
                EndedSeptember 30,
                
                
                September 30,
                
                
                September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                
                2009
                
                
                2008Beginning
      balance
                
                $
                (3,373,367
                )
                
                $
                (1,487,987
                )
                
                $
                (3,378,076
                )
                
                $
                (728,265
                )(Provision)/Reversal
      during the period
                
                
                -
                
                
                
                (424,299
                )
                
                
                -
                
                
                
                (808,401
                )Exchange
      rate effect
                
                
                (4,415
                )
                
                
                376,922
                
                
                
                294
                
                
                
                1,302Ending
      balance
                
                $
                (3,377,782
                )
                
                $
                (1,535,364
                )
                
                $
                (3,377,782
                )
                
                $
                (1,535,364
                )





NOTE
5 - ADVANCES TO SUPPLIERS





In
accordance with the contracts with the Company’s suppliers, cash is advanced for
material and equipment purchase. The delivery term is usually 30 days. In the
event of a breach of contract, the Company has the following rights and penalty
protection:





The
Company has the right to get back the deposit and charge double interest on the
deposit according to the interest rate during the same period in which the
contract was breached. The Company owns the raw material and equipment acquired
from the suppliers under the agreements. The Company has the legal right to take
possession of it. The Company did not have any contract breaches for the year
ended December 31, 2008 and nine months ended September 30, 2009.





For the
nine months ended September 30, 2009, two suppliers accounted for more than 10%
of the advances to suppliers and each accounted approximately 24% and 10%,
respectively. Total purchases of each supplier in 2009 accounted for
approximately, 10% and 3%, respectively.





For the
fiscal year ended December 31, 2008, four suppliers accounted for more than 10%
of the advances to suppliers and each accounted approximately 24%, 24%, 19% and
12%, respectively. Total purchases of each supplier in 2008 accounted for
approximately, 19%, 0%, 0% and 6%, respectively. Those two suppliers with zero
purchases in 2008 were the main suppliers of raw materials related with the
Company’s IPTV products. The Company made cash advances in November and December
2008 and raw materials were shipped in February 2009.


16


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
6 - INVENTORIES, NET





Inventories
include raw material and finished goods. Finished goods contain direct material,
direct labor and manufacturing overhead and do not contain general and
administrative costs. Inventory consists of the following:





September 30,
                
                
                December 31,2009
                
                
                2008Raw
      material
                
                $
                11,980,248
                
                
                $
                10,692,030Finished
      goods
                
                
                10,701,035
                
                
                
                828,700Reserve
      for obsolete inventory
                
                
                (240,881
                )
                
                
                (240,898
                )Inventory,
      net
                
                $
                22,440,402
                
                
                $
                11,279,832





Management
uses the specific identification method to provide an allowance for obsolete or
slow-moving inventory items, including finished goods and raw materials. There
were no provisions made for the allowance for obsolescence for the three and
nine months ended September 30, 2009 and 2008, respectively, as
follows:





Three Months
                
                
                Three Months
                
                
                Nine Months
                
                
                Nine MonthsEnded
                
                
                Ended
                
                
                Ended
                
                
                EndedSeptember 30,
                
                
                September 30,
                
                
                September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008Beginning
      balance
                
                $
                (240,635
                )
                
                $
                (106,200
                )
                
                $
                (240,898
                )
                
                $
                (105,391
                )(Provision)/Reversal
      during the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Foreign
      exchange adjustment
                
                
                (246
                )
                
                
                (254
                )
                
                
                17
                
                
                
                (1,063
                )Ending
      balance
                
                $
                (240,881
                )
                
                $
                (106,454
                )
                
                $
                (240,881
                )
                
                $
                (106,454
                )





NOTE
7 - PROPERTY AND EQUIPMENT, NET





Property
and equipment consist of the following:





September 30,
                
                
                December 31,2009
                
                
                2008Building
                
                $
                16,645,424
                
                
                $
                16,656,779Molds
                
                
                31,624,384
                
                
                
                28,712,602Machinery
      and Equipments
                
                
                14,512,552
                
                
                
                14,452,170Electronic,
      office and other equipments
                
                
                2,185,250
                
                
                
                1,869,063Automobiles
                
                
                1,280,693
                
                
                
                1,215,387Construction
      in progress
                
                
                1,518,349
                
                
                
                1,506,717Accumulated
      Depreciation
                
                
                (12,464,647
                )
                
                
                (8,081,231
                )Property
      and equipments, net
                
                $
                55,302,005
                
                
                $
                56,331,487





The
depreciation expense is $1,484,756, $1,228,344, $4,380,877 and $3,575,811 for
three and nine months ended September 30, 2009 and 2008:





Three Months
                
                
                Three Months
                
                
                Nine Months
                
                
                Nine MonthsEnded
                
                
                Ended
                
                
                Ended
                
                
                EndedSeptember 30,
                
                
                September 30,
                
                
                September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008Cost
      of sales
                
                $
                1,333,744
                
                
                $
                1,118,260
                
                
                $
                3,933,395
                
                
                $
                3,293,779Selling
      expenses
                
                
                67,350
                
                
                
                22,225
                
                
                
                199,506
                
                
                
                32,964General
      and administrative expenses
                
                
                83,652
                
                
                
                87,859
                
                
                
                247,976
                
                
                
                249,068Total
                
                $
                1,484,746
                
                
                $
                1,228,344
                
                
                $
                4,380,877
                
                
                $
                3,575,811


17


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
8 - INTANGIBLE ASSETS, NET





Intangible
assets consist of the following:





September 30,
                
                
                December 31,2009
                
                
                2008Land
      use rights
                
                $
                2,755,889
                
                
                $
                2,757,769Computer
      software use rights
                
                
                4,821
                
                
                
                4,824Trade
      mark
                
                
                48,199
                
                
                
                29,339Accumulated
      amortization
                
                
                (507,733
                )
                
                
                (448,549
                )Intangible
      assets, net
                
                $
                2,301,176
                
                
                $
                2,343,383





The
amortization expense is $24,270, $ 18,003, $60,063 and $51,491 in the three and
nine months ended September 30, 2009 and 2008, respectively, and are comprised
of the following:





Three Months
                
                
                Three Months
                
                
                Nine Months
                
                
                Nine MonthsEnded
                
                
                Ended
                
                
                Ended
                
                
                EndedSeptember 30,
                
                
                September 30,
                
                
                September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008General
      and administrative expense
                
                $
                24,270
                
                
                $
                18,003
                
                
                $
                60,063
                
                
                $
                51,491





NOTE
9 - CUSTOMER DEPOSIT





The
Company requires its customers to pay 30% deposit of the total amount for each
order. The customer deposits are recorded as liability when the Company receives
it and are recognized as revenue after the total amount is paid off upon the
delivery of the products. In its agreement, the Company specifies the delivery
date (usually 30 days after the order is placed) and the liability for breach of
the contract. If the Company cannot fulfill its supply to its customers
according to the contract, the customers have the right to get back their
deposit. If the products do not meet the quality standard or need to be
reworked, the Company is responsible for the rework and certain expenses. The
Company may compensate its customers for their loss if the customers rework or
repack by themselves. If the customers do not pay the balance according to the
contract, the Company will charge them 0.5% of the balance amount each day at
the second week after the due date. But the total breach amount should not be
over 20% of the total amount of the contract. For the nine months ended
September 30, 2009 and year ended December 31, 2008, the Company has had no
costs related to a contract breach or product quality issue.





For the
nine months ended September 30, 2009, only one customer in the aging list of the
customer deposit and accounted 100%. Total sales to this customer in 2009
accounted for approximately 0%,





For the
year ended December 31, 2008, two customers accounted for more than 10% of the
customer deposit and each accounted approximately 26% and 12%, respectively.
Total sales to each customer in 2008 accounted for approximately 1% and 4% of
total sales, respectively.


18


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
10 - SHORT TERM LOANS





Short
term loans consist of the following:





September 30,
                
                
                December 31,2009
                
                
                2008Construction
      Bank
                
                $
                19,818,594
                
                
                $
                19,495,158Defutai
      Bank
                
                
                2,676,096
                
                
                
                2,175,207Nanyian
      Bank
                
                
                5,576,405
                
                
                
                6,683,487Minsheng
      Bank
                
                
                406,136
                
                
                
                -Shenzhen
      Development Bank
                
                
                7,510,016
                
                
                
                5,757,583Pufa
      Bank
                
                
                4,400,400
                
                
                
                1,760,280$
                40,387,647
                
                
                $
                35,871,715





The above
outstanding short term loans are used primarily for general working capital
purposes. Recurring bank loans carry annual interest rates of 3.54%~7.12% with
maturity dates ranging from 30 days to one year.  These loans are either
non-secured or secured by the Company’s accounts receivable, building and
land-use rights.





The
annual interest rates are shown as follows:





2009
                
                
                2008Construction
      Bank
                
                
                3.54
                %
                
                
                6.84
                %Defutai
      Bank
                
                
                4.50
                %
                
                
                4.92
                %Agricultural
      Bank
                
                
                -
                
                
                
                7.20
                %Nanyian
      Bank
                
                
                7.12
                %
                
                
                6.84
                %Minsheng
      Bank
                
                
                4.14
                %
                
                
                -Shenzhen
      Development Bank
                
                
                5.35
                %
                
                
                6.48
                %Pufa
      Bank
                
                
                5.84
                %
                
                
                7.20
                %




The Pufa
bank loans are collateralized by two dormitory building and
equipment.




The
Minsheng bank loans are guaranteed by the Company’s accounts
receivables.




NOTE
11 - RESTRICTED CASH AND BANK NOTES PAYABLE





Bank
notes payable consist of the following:





September 30,
                
                
                December 31,2009
                
                
                2008Shanghai
      Pufa Bank
                
                $
                2,024,184
                
                
                $
                -Shenzhen
      Development Bank
                
                
                1,653,670
                
                
                
                10,336,605Construction
      Bank
                
                
                5,064,238
                
                
                
                8,512,596$
                8,742,092
                
                
                $
                18,849,201





The bank
notes have no interest bearing. Additionally, the banks charge a 1⁄2 of 1 percent
fee on the amounts borrowed by the Company.


19


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
11 - RESTRICTED CASH AND BANK NOTES PAYABLE (CONTINUED)





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





September 30,
                  
                  
                  December 31,2009
                  
                  
                  2008Construction
      Bank,
                  
                  $
                  964,786
                  
                  
                  $
                  1,753,433Shenzhen
      Development Bank
                  
                  
                  1,932,362
                  
                  
                  
                  9,923,397Defutai
      Bank
                  
                  
                  501,037
                  
                  
                  
                  -Shenzhen
      Pingan Bank
                  
                  
                  -
                  
                  
                  
                  4,765Minsheng
      Bank
                  
                  
                  8,819
                  
                  
                  
                  -Nanyang
      Bank
                  
                  
                  148,431
                  
                  
                  
                  -Shanghai
      Pufa Bank
                  
                  
                  2,024,184
                  
                  
                  
                  -$
                  5,579,619
                  
                  
                  $
                  11,681,595





NOTE
12 - DUE TO SHAREHOLDER





Due to
shareholder consists of the following:





September 30,
                
                
                December 31,2009
                
                
                2008Due
      to Mr. Li Tianfu
                
                $
                -
                
                
                $
                7,842,780




The above
amounts are due to Mr. Li Tianfu. These amounts are non-secured, no interest
bearing, and are considered to be long-term with no fixed repayment date. The
imputed interests are assessed as an expense to the business operation and an
addition to the paid-in capital. The calculation is performed quarterly by
annual rate in the range of 5.22 ~ 6.57% with the reference to the average three
months loan rate. The imputed interests are as follows:





Three Months
                
                
                Three Months
                
                
                Nine Months
                
                
                Nine MonthsEnded
                
                
                Ended
                
                
                Ended
                
                
                EndedSeptember 30,
                
                
                September 30,
                
                
                September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008Imputed
      interests
                
                $
                -
                
                
                $
                147,620
                
                
                $
                -
                
                
                $
                446,953





On
November 28, 2008, the Company and its subsidiaries entered into a Debt
Repayment and Set-Off Agreement (the “Repayment Agreement”) with Mr. Li and each
of NIVS Investment (SZ) Co., Ltd.; Zhongkena Technology Development; Xentsan
Technology (SZ) Co., Ltd.; Korea Hyundai Light & Electric (Int'l) Holding;
NIVS Information & Technology (HZ) Co., Ltd.; and Hyundai Light &
Electric (HZ) Co., Ltd. (collectively, the “Related Companies”).  Pursuant
to the Agreement, as it was amended on December 22, 2008, each of the Related
Companies agreed to completely and immediately repay all outstanding loan
amounts that it owed to the Company and the Company agreed to repay $996,433 of
the debt that it owed to Mr. Li.


20


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
12 - DUE TO SHAREHOLDER (CONTINUED)





Pursuant
to the terms of the Repayment Agreement, the Company and its subsidiaries
(collectively, the “NIVS Group”) had outstanding loan amounts of $8,838,159 owed
to Mr. Li (the “Li Debt”), and Mr. Li, through the Related Companies, had an
aggregate outstanding loan amount of $996,433 owed to the NIVS Group (the
“Related Companies’ Debt”), with $996,433 owed by Korea Hyundai Light &
Electric (Int'l) Holding.  The loans were unsecured with no fixed repayment
date. Pursuant to the Repayment Agreement, the Related Companies’ Debt of
$996,433 was repaid in full by set-off against the Li Debt of $8,838,159 such
that, as a result of the transactions contemplated by the Repayment Agreement,
the Related Companies’ Debt was no longer outstanding and neither Mr. Li nor any
of the Related Companies owed the NIVS Group any loan amount.  Moreover,
after the repayments under the Repayment Agreement, the Company’s remaining debt
owed to Mr. Li was $7,842,780 as of December 31, 2008.





The
parties to the Repayment Agreement also acknowledged that there were no
remaining debt obligations owed to the Company or its subsidiaries, either
directly or indirectly, by Mr. Li, any other executive officer or director, or
any related family member, of the Company, or any entity owned or controlled by
such persons, including the Related Companies, and that no loans or similar
arrangements will be made by the Company or its subsidiaries to such persons or
entities in the future.   Due to the loans that the Company made to
the entities owned and controlled by its chief executive officer in violation of
Section 402 of the Sarbanes-Oxley Act of 2002, the Company and/or its chief
executive officer could become subject to criminal, civil or administrative
sanctions, penalties, or investigations and may also face potential private
securities litigation.





On
December 24, 2008, the Company entered into an agreement with Mr. Li pursuant to
which the outstanding debt of $7,842,780 that the Company owed to Mr. Li would
be converted into shares of the Company’s common stock.  According to the
agreement, the shares would be issued upon the closing of its public offering,
which closed in March 2009. The number of shares that the Company issued to Mr.
Li was equal to the debt amount of approximately $7,841,726 (as adjusted for
currency fluctuations) divided by the offering price of the public
offering.  Based on the offering price for the Company’s offering of $3.50
per share, the Company issued 2,240,493 shares of common stock to Mr. Li. 
After giving effect to the conversion, the debt owed to Mr. Li was no longer
outstanding and the Company does not have any outstanding debt owed to Mr.
Li.  As a result of the conversion, the number of shares that Mr. Li
beneficially owned increased from 12,204,667 shares to 14,445,160 shares. 
This represented a 3.3% increase of Mr. Li’s ownership of the Company’s
outstanding shares of common stock from 33.1% to 36.4%.





NOTE
13 - OTHER GENERAL AND ADMINISTRATIVE





For the
three and nine months ended September 30, 2009 and 2008, the amount of other
general and administrative expenses mainly composed of the following
events:





Three Months
                
                
                Three Months
                
                
                Nine Months
                
                
                Nine MonthsEnded
                
                
                Ended
                
                
                Ended
                
                
                EndedSeptember 30,
                
                
                September 30,
                
                
                September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008Audit
      and accounting
                
                $
                102,477
                
                
                $
                25,000
                
                
                $
                145,269
                
                
                $
                32,783Legal
      fee
                
                
                51,708
                
                
                
                -
                
                
                
                271,708
                
                
                
                18,531Office
      expenses
                
                
                403,154
                
                
                
                492,566
                
                
                
                1,324,189
                
                
                
                1,086,188Salary
      and wages
                
                
                130,695
                
                
                
                203,413
                
                
                
                522,071
                
                
                
                479,146Consulting
                
                
                19,737
                
                
                
                5,341
                
                
                
                132,518
                
                
                
                61,921Utilities
                
                
                13,343
                
                
                
                137
                
                
                
                39,796
                
                
                
                81,202Others
                
                
                433,255
                
                
                
                131,127
                
                
                
                683,808
                
                
                
                131,520$
                1,154,369
                
                
                $
                857,584
                
                
                $
                3,119,359
                
                
                $
                1,891,291


21


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
14 - STATUTORY RESERVES





As
stipulated by the relevant laws and regulations for enterprises operating in
PRC, the subsidiaries of the Company are required to make annual appropriations
to a statutory surplus reserve fund. Specifically, the subsidiaries of the
Company are required to allocate 10% of their profits after taxes, as determined
in accordance with the PRC accounting standards applicable to the subsidiaries
of the Company, to a statutory surplus reserve until such reserve reaches 50% of
the registered capital of the subsidiaries of the Company.





NOTE
15 - 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.





NIVS
Shenzhen serves as a branch company of NIVS PRC. The assessment of its tax
liabilities is combined with that of NIVS PRC.  NIVS PRC is qualified as
Hi-Tech Company in 2009.





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
provision for taxes on earnings consisted of:





Three Months
                      
                      
                      Three Months
                      
                      
                      Nine Months
                      
                      
                      Nine MonthsEnded
                      
                      
                      Ended
                      
                      
                      Ended
                      
                      
                      EndedSeptember 30,
                      
                      
                      September 30,
                      
                      
                      September 30,
                      
                      
                      September 30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008PRC
      Enterprises Income Taxes
                      
                      $
                      1,033,814
                      
                      
                      $
                      645,936
                      
                      
                      $
                      2,309,683
                      
                      
                      $
                      1,621,020United
      States Federal Income Taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Total
                      
                      $
                      1,033,814
                      
                      
                      $
                      645,936
                      
                      
                      $
                      2,309,683
                      
                      
                      $
                      1,621,020





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
                  
                  
                  Three Months
                  
                  
                  Nine Months
                  
                  
                  Nine MonthsEnded
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  EndedSeptember 30,
                  
                  
                  September 30,
                  
                  
                  September 30,
                  
                  
                  September 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008U.S.
      statutory rate
                  
                  
                  34
                  %
                  
                  
                  34
                  %
                  
                  
                  34
                  %
                  
                  
                  34
                  %Foreign
      income not recognized in the U.S.
                  
                  
                  (34
                  )%
                  
                  
                  (34
                  )%
                  
                  
                  (34
                  )%
                  
                  
                  (34
                  )%PRC
      preferential enterprise income tax rate
                  
                  
                  25
                  %
                  
                  
                  25
                  %
                  
                  
                  25
                  %
                  
                  
                  25
                  %Tax
      holiday and relief granted to the Subsidiary
                  
                  
                  (10
                  )%
                  
                  
                  (12.5
                  )%
                  
                  
                  (10
                  )%
                  
                  
                  (12.5
                  )%Provision
      for income tax
                  
                  
                  15
                  %
                  
                  
                  12.5
                  %
                  
                  
                  15
                  %
                  
                  
                  12.5
                  %


22


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
15 - INCOME TAX (CONTINUED)





The pro
forma effect of the tax holiday granted is as follows:





Three Months
                    
                    
                    Three Months
                    
                    
                    Nine Months
                    
                    
                    Nine MonthsEnded
                    
                    
                    Ended
                    
                    
                    Ended
                    
                    
                    EndedSeptember 30,
                    
                    
                    September 30,
                    
                    
                    September 30,
                    
                    
                    September 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Income
      tax expense as reported (includes tax holiday)
                    
                    $
                    1,033,814
                    
                    
                    $
                    645,936
                    
                    
                    $
                    2,309,683
                    
                    
                    $
                    1,621,020Income
      tax expense pro forma (without tax holiday)
                    
                    
                    1,723,023
                    
                    
                    
                    1,291,872
                    
                    
                    
                    3,849,472
                    
                    
                    
                    3,242,040Net
      benefit from tax holiday
                    
                    $
                    689,209
                    
                    
                    $
                    645,936
                    
                    
                    $
                    1,539,789
                    
                    
                    $
                    1,621,020Earnings
      per share as reported (includes tax holiday)
                    
                    $
                    0.14
                    
                    
                    $
                    0.13
                    
                    
                    $
                    0.32
                    
                    
                    $
                    0.37Earnings
      per share pro forma (without tax holiday)
                    
                    
                    0.12
                    
                    
                    
                    0.11
                    
                    
                    
                    0.28
                    
                    
                    
                    0.32Net
      benefit from tax holiday – Basic
                    
                    $
                    0.02
                    
                    
                    $
                    0.02
                    
                    
                    $
                    0.04
                    
                    
                    $
                    0.05Earnings
      per share as reported (includes tax holiday)
                    
                    $
                    0.14
                    
                    
                    $
                    0.13
                    
                    
                    $
                    0.31
                    
                    
                    $
                    0.37Earnings
      per share pro forma (without tax holiday)
                    
                    
                    0.12
                    
                    
                    
                    0.11
                    
                    
                    
                    0.27
                    
                    
                    
                    0.31Net
      benefit from tax holiday – Diluted
                    
                    $
                    0.02
                    
                    
                    $
                    0.02
                    
                    
                    $
                    0.04
                    
                    
                    $
                    0.06





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.





Accounting for Uncertainty
in Income Taxes





The
Company adopted the provisions of Accounting for Uncertainty in Income Taxes on
January 1, 2007. The provisions clarify the accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements in accordance with the
standard “Accounting for Income Taxes,” and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. The provisions of
Accounting for Uncertainty in Income Taxes also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.





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




The
Company may from time to time be assessed interest or penalties by major tax
jurisdictions. In the event it receives an assessment for interest and/or
penalties, it will be classified in the financial statements as tax
expense.


23


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
16 - COMMITMENTS AND CONTINGENCIES





Lack of
Insurance





The
company does not carry any business interruption insurance, products liability
insurance or any other insurance policy except for a limited property insurance
policy. As a result, the Company may incur uninsured losses, increasing the
possibility that the investors would lose their entire investment in the
Company.





The
Company could be exposed to liabilities or other claims for which the Company
would have no insurance protection. The Company does not currently maintain any
business interruption insurance, products liability insurance, or any other
comprehensive insurance policy except for property insurance policies with
limited coverage. As a result, the Company may incur uninsured liabilities and
losses as a result of the conduct of its business. There can be no guarantee
that the Company will be able to obtain additional insurance coverage in the
future, and even if it can obtain additional coverage, the Company may not carry
sufficient insurance coverage to satisfy potential claims. Should uninsured
losses occur, any purchasers of the Company’s common stock could lose their
entire investment.





Because
the Company does not carry products liability insurance, a failure of any of the
products marketed by the Company may subject the Company to the risk of product
liability claims and litigation arising from injuries allegedly caused by the
improper functioning or design of its products. The Company cannot assure that
it will have enough funds to defend or pay for liabilities arising out of a
products liability claim. To the extent the Company incurs any product liability
or other litigation losses, its expenses could materially increase
substantially. There can be no assurance that the Company will have sufficient
funds to pay for such expenses, which could end its operations and the investors
would lose their entire investment.





Fines and penalties by
housing authority





According
to the relevant PRC regulations on housing provident funds, PRC enterprises are
required to contribute housing provident funds for their employees. The monthly
contributions for Huizhou City must be at least 5% of each employee’s average
monthly income in the previous year. The Company has not paid such funds for its
employees since its establishment and the accumulated unpaid amount is
approximately $870,000. Under local regulations on collection of housing
provident funds in Huizhou City where the Company’s subsidiary, NIVS PRC, is
located, the local housing authority may require the Company to rectify its
non-compliance by setting up bank accounts and making payment and relevant
filings for the unpaid housing funds for its employees within a specified time
period. If the Company fails to do so within the specified time period, the
local housing authority may impose a monetary fine on it and may also apply to
the local people’s court for enforcement. The Company’s employees may also be
entitled to claim payment of such funds individually.


If the
Company receives any notice from the local housing authority or any claim from
our current and former employees regarding the Company’s non-compliance with the
regulations, the Company will be required respond to the notice and pay all
amounts due to the government, including any administrative penalties imposed,
which would require the Company to divert its financial resources and/or impact
its cash reserves, if any, to make such payments.  Additionally, any
administrative costs in excess of the payments, if material, may impact the
Company's operating results.  As of September 30, 2009, the Company
has not received any notice from the local housing authority or any claim from
our current and former employees.





NOTE
17 - OPERATING RISK





Country
risk





The
Company has significant investments in the PRC. The operating results of the
Company may be adversely affected by changes in the political and social
conditions in the PRC and by changes in Chinese government policies with respect
to laws and regulations, anti-inflationary measures, currency conversion and
remittance abroad, and rates and methods of taxation, among other things. The
Company can give no assurance that those changes in political and other
conditions will not result in have a material adverse effect upon the Company’s
business and financial condition.





NOTE
18 - CONCENTRATION OF CREDIT RISK





A
significant portion of the Company’s cash at September 30, 2009 and December 31,
2008 is maintained at various financial institutions in the PRC which do not
provide insurance for amounts on deposit.  The Company has not experienced
any losses in such accounts and believes it is not exposed to significant credit
risk in this area.





The
Company operates principally in the PRC and grants credit to its customers in
this geographic region. Although the PRC is economically stable, it is always
possible that unanticipated events in foreign countries could disrupt the
Company’s operations.





For the
nine months ended September 30, 2009, one customer had net sales exceeding 10%
of the Company’s total net sales. For year ended December 31, 2008, three
customers had net sales exceeding 10% of the Company’s total net sales of the
quarter.


24


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
19 - SEGMENT INFORMATION AND GEOGRAPHIC INFORMATION





The
segment information for revenue is as follows:





Three Months
                  
                  
                  Three Months
                  
                  
                  Nine Months
                  
                  
                  Nine MonthsEnded
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  EndedSeptember 30,
                  
                  
                  September 30,
                  
                  
                  September 30,
                  
                  
                  September 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Standard audio and
      video
      equipment:
                  
                  China
                  
                  $
                  7,867,689
                  
                  
                  $
                  21,685,845
                  
                  
                  $
                  26,171,279
                  
                  
                  $
                  38,429,568Europe
                  
                  
                  3,070,058
                  
                  
                  
                  728,995
                  
                  
                  
                  10,199,873
                  
                  
                  
                  3,050,970North
      America
                  
                  
                  22,441
                  
                  
                  
                  1,069,931
                  
                  
                  
                  1,075,390
                  
                  
                  
                  3,390,087Other
      Asian Countries
                  
                  
                  6,461,698
                  
                  
                  
                  7,256,163
                  
                  
                  
                  17,473,587
                  
                  
                  
                  16,486,181South
      America
                  
                  
                  234,484
                  
                  
                  
                  2,600,629
                  
                  
                  
                  1,376,833
                  
                  
                  
                  5,211,502Other
      Countries
                  
                  
                  3,434,120
                  
                  
                  
                  813,077
                  
                  
                  
                  4,512,607
                  
                  
                  
                  902,654Intelligent audio
      and video
      equipment
                  
                  China
                  
                  
                  10,260,067
                  
                  
                  
                  732,498
                  
                  
                  
                  20,444,678
                  
                  
                  
                  3,048,225Europe
                  
                  
                  4,686,425
                  
                  
                  
                  -
                  
                  
                  
                  8,755,700
                  
                  
                  
                  -North
      America
                  
                  
                  26,485
                  
                  
                  
                  601,505
                  
                  
                  
                  667,537
                  
                  
                  
                  5,390,087Other Asian Countries
                  
                  
                  9,099,927
                  
                  
                  
                  7,575,247
                  
                  
                  
                  17,568,126
                  
                  
                  
                  15,236,435South
      America
                  
                  
                  272,188
                  
                  
                  
                  -
                  
                  
                  
                  1,514,956
                  
                  
                  
                  -Other
      Countries
                  
                  
                  4,278,606
                  
                  
                  
                  -
                  
                  
                  
                  5,624,938
                  
                  
                  
                  -Other audio and
      video
      equipment
                  
                  China
                  
                  
                  1,301,614
                  
                  
                  
                  6,347,578
                  
                  
                  
                  4,618,934
                  
                  
                  
                  9,902,654Europe
                  
                  
                  381,513
                  
                  
                  
                  -
                  
                  
                  
                  714,552
                  
                  
                  
                  -Other
      Asian Countries
                  
                  
                  987,380
                  
                  
                  
                  -
                  
                  
                  
                  1,782,155
                  
                  
                  
                  -South
      America
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Total
                  
                  
                  
                  $
                  52,384,695
                  
                  
                  $
                  49,411,468
                  
                  
                  $
                  122,501,145
                  
                  
                  $
                  101,048,363





NOTE
20 - JULY 2008 INVESTOR RELATIONS AGREEMENT





In July
2008, the Company entered into a two-year consulting agreement with Nascent
Value LLC (“Nascent”). According to the agreement, as amended, Nascent will
provide the Company with business consulting and investor relation services.
Nascent is a third-party investor relations firm that does not have any other
relationship or common ownership with the Company or any of the Company’s
affiliates. As consideration for entering into the agreement and compensation
for Nascent’s services under the agreement, the Company issued to Nascent
425,000 shares (“IR Shares”) of its common stock upon the closing of the Share
Exchange. In connection with the IR Shares, the Company recognized a stock-based
compensation charge during the three months ended September 30, 2008 in the
amount of $765,000, which is derived from valuing each share at $1.80, the price
at which shares of the Company’s common stock were sold in the Private
Placement. The Company also agreed to pay Nascent $6,000 per month for its
services. Nascent also entered into a lock-up agreement with WestPark Capital,
Inc., the placement agent for the Private Placement, pursuant to which 20,000 IR
Shares will be subject to lock-up restrictions until the Company’s securities
are listed on a national securities exchange and the remaining 405,000 IR Shares
will be subject to lock-up restrictions following the listing of the Company’s
common stock on NYSE Amex, which occurred in March 2009. WestPark Capital, Inc.
reserves the right to release all or a portion of the shares at its sole
discretion.


25


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
21 - EARNINGS PER SHARE





Basic net
income per share is computed by dividing net income attributable to common
shareholders 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.





The
following table illustrates the computation of basic and dilutive net income per
share and provides a reconciliation of the number of weighted-average basic and
diluted shares outstanding:





Three Months
                          
                          
                          Three Months
                          
                          
                          Nine Months
                          
                          
                          Nine MonthsEnded
                          
                          
                          Ended
                          
                          
                          Ended
                          
                          
                          EndedSeptember 30,
                          
                          
                          September 30,
                          
                          
                          September 30,
                          
                          
                          September 30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008Net
      income attributable to NIVS IntelliMedia Technology Group,
      Inc.
                          
                          $
                          5,537,876
                          
                          
                          $
                          4,563,188
                          
                          
                          $
                          12,501,828
                          
                          
                          $
                          11,048,180Denominator:Basic
      weighted-average shares outstanding
                          
                          
                          40,675,347
                          
                          
                          
                          34,147,201
                          
                          
                          
                          39,595,543
                          
                          
                          
                          29,746,845Effect
      of dilutive warrants
                          
                          
                          -
                          
                          
                          
                          696,996
                          
                          
                          
                          267,009
                          
                          
                          
                          232,332Diluted
      weighted-average shares outstanding
                          
                          
                          40,675,347
                          
                          
                          
                          34,844,197
                          
                          
                          
                          39,862,552
                          
                          
                          
                          29,979,177Net
      income per share:Basic
                          
                          $
                          0.14
                          
                          
                          $
                          0.13
                          
                          
                          $
                          0.32
                          
                          
                          $
                          0.37Diluted
                          
                          $
                          0.14
                          
                          
                          $
                          0.13
                          
                          
                          $
                          0.31
                          
                          
                          $
                          0.37





The
following were excluded from the computation of the diluted securities
outstanding as it is anti-dilutive:





Three Months
                                        
                                        
                                        Three Months
                                        
                                        
                                        Nine Months
                                        
                                        
                                        Nine MonthsEnded
                                        
                                        
                                        Ended
                                        
                                        
                                        Ended
                                        
                                        
                                        EndedSeptember 30,
                                        
                                        
                                        September 30,
                                        
                                        
                                        September 30,
                                        
                                        
                                        September 30,2009
                                        
                                        
                                        2008
                                        
                                        
                                        2009
                                        
                                        
                                        2008Stock
      warrants
                                        
                                        $
                                        55,000
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        55,000
                                        
                                        
                                        $
                                        -





NOTE
22 - COMMON STOCK WARRANTS





Since the
inception of NIVS USA, the NIVS USA’s shareholders held an aggregate of
7,096,390 warrants. Immediately prior to the closing of the share exchange on
July 25, 2008, the shareholders canceled an aggregate of 6,149,723 warrants such
that the shareholders held an aggregate of 946,667 warrants immediately after
the Share Exchange. On March 19, 2009, the shareholders exercised the aggregate
warrants at $0.0001 per share in accordance with the cashless exercise provision
in the underlying warrant agreements. The Company issued an aggregate of 946,640
shares of common stock for the cashless exercise of the 946,667 warrants at
$4.12 per share.





In March
2009, NIVS USA completed a public offering of its commons stock and issued a
warrant to purchase 55,000 shares at an exercise price of $4.20 per share. The
warrant has 5 year term and is not exercisable until at least one year from the
date of issuance.


26


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
22 - COMMON STOCK WARRANTS (CONTINUED)





The
summary of the status of the Company’s outstanding warrant activity is as
follows:





Warrants
                  
                  
                  Average
                    Exercise PriceBalance
      December 31, 2007
                  
                  
                  7,096,390
                  
                  
                  $
                  0.0001Warrants
      issued to shareholders
                  
                  
                  -
                  
                  
                  $Warrants
      exercised
                  
                  
                  -
                  
                  
                  $
                  -Forfeited/canceled
                  
                  
                  (6,149,723
                  )
                  
                  $
                  -Balance
      December 31, 2008
                  
                  
                  946,667Warrants
      issued to underwriter
                  
                  
                  55,000
                  
                  
                  $
                  4.20Warrants
      exercised
                  
                  
                  (946,667
                  )
                  
                  $
                  -Forfeited/canceled
                  
                  
                  -
                  
                  
                  $
                  -Balance
      September 30, 2009
                  
                  
                  55,000





NOTE
23 – OMNIBUS INCENTIVE PLAN





On June
23, 2009, the NIVS IntelliMedia Technology Group, Inc. 2009 Omnibus Incentive
Plan (the “Plan”) was approved and adopted. As approved by the Board and
shareholders, the Plan reserved a total of 4.0 million shares authorized for
issuance under the Plan. A description of the material terms of the Plan and
complete copy of the Plan are included in the Company's definitive proxy
statement filed with the SEC on April 30, 2009 in connection with the Annual
Meeting. The material features of the Plan are summarized as
follows:





The
Compensation Committee of the Company’s Board of Directors (or the Board of
Directors if so desired) (the “Committee”) has the authority to determine,
within the limits of the express provisions of the Plan, the individuals to whom
awards will be granted, the nature, amount and terms of such awards and the
objectives and conditions for earning such awards. The Committee may grant
awards to any employee, director, consultant or other person providing services
to the Company or its affiliates. The maximum awards that can be granted under
the Plan to a single participant in any calendar year will be 1 million shares
of common stock (whether through grants of Options or Stock Appreciation Rights
or other awards of common stock or rights with respect thereto) or $1 million in
the form of cash-based incentive awards.





Awards
under the Plan may include incentive stock options, nonqualified stock options,
stock appreciation rights (“SARs”), restricted shares of common stock,
restricted stock units, performance share or unit awards, other stock-based
awards and cash-based incentive awards.





As of
September 30, 2009, no specific awards have been granted or are contemplated
under the Plan. Also, the exact types and amounts of any future awards to be
made to any eligible participants pursuant to the Plan are not presently
determinable.  Due to the discretionary nature of the Plan, it is
impossible to state who the participants in the Plan will be in the future or
the number of options or other awards to be received by a person or
group.





An
aggregate of 4,000,000 shares of the Company’s common stock is reserved for
issuance and available for awards under the Plan, including incentive stock
options granted under the Plan. With respect to awards made under the Plan,
shares of common stock underlying awards that are forfeited or canceled (as a
result, for example, of the lapse of an option or a forfeiture of restricted
stock), as well as any shares surrendered to or withheld by the Company in
payment or satisfaction of the exercise price of a stock option or tax
withholding obligations with respect to an award, will be available for
additional grants under the Plan.  On the exercise of a SAR, only the
number of shares actually issued will be counted against the number of shares
reserved for grant under the Plan. Shares to be issued or purchased under the
Plan will be authorized but unissued shares of common stock. Shares issued with
respect to awards assumed by the Company in connection with acquisitions do not
count against the total number of shares available for new awards under the
Plan.


27


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
24 - SUBSEQUENT EVENTS





On
October 26, 2009, the Company started the construction on Phase II of its
factory in Huizhou (“Phase II”), which will include a new manufacturing facility
and dormitory. Phase II's manufacturing 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 and
intended for distribution in China's domestic market. The expected production
capacity will be 2 million TV sets and 1.5 million phones per year. The estimate
completion date is April 30, 2010 for the manufacturing facility and June 30,
2010 for the dormitory. The total budget of the construction is RMB 53,500,000
(approximately $7,847,380).





On
October 27, 2009, the Company has signed a letter of intent to manufacture
mobile phones for China Telecom Corp. Ltd. ("China Telecom") to be used with
China Telecom’s 3G networks, e-Surfing. The Company will be manufacturing two
CDMA 3G mobile phone models, the NE16 and NE20. Both of these phones are
dual-mode phones using the EVDO and GSM standards, making them compatible with
both 2G and 3G networks. China Telecom will initially purchase five million
mobile phones for their e-Surfing network from among approximately twenty
approved mobile phone vendors. The specific amount NE16 and NE20 phones to be
ordered in the initial phase will be determined at a later
date.


28


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
25 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION





Basis of
Presentation





The
condensed parent company financial statements have been prepared in accordance
with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of
the subsidiaries of NIVS IntelliMedia Technology Group exceed 25% of the
consolidated net assets of NIVS IntelliMedia Technology Group. The ability of
the Company’s Chinese operating subsidiaries to pay dividends may be restricted
due to the foreign exchange control policies and availability of cash balances
of the Chinese operating subsidiaries. Because substantially all of the
Company’s operations are conducted in China and a substantial majority of its
revenues are generated in China, a majority of the Company’s revenue being
earned and currency received are denominated in Renminbi (RMB). RMB is subject
to the exchange control regulation in China, and, as a result, the Company may
be unable to distribute any dividends outside of China due to PRC exchange
control regulations that restrict its ability to convert RMB into US
Dollars.





The
condensed parent company financial statements have been prepared using the same
accounting principles and policies described in the notes to the consolidated
financial statements, with the only exception being that the parent company
accounts for its subsidiaries using the equity method. Refer to the consolidated
financial statements and notes presented above for additional information and
disclosures with respect to these financial statements.





NIVS
IntelliMedia Technology Group, Inc.


(Formerly
SRKP 19, Inc.)





CONDENSED PARENT COMPANY
BALANCE SHEETS


(Dollars
in Thousands)





September 30,
                    
                    
                    December 31,2009
                    
                    
                    2008(Unaudited)ASSETSCash
                    
                    $
                    -
                    
                    
                    $
                    -Other
      receivables
                    
                    
                    8Investment
      in subsidiaries, at equity in net assets
                    
                    
                    67,910
                    
                    
                    
                    46,521Total
      Assets
                    
                    
                    67,918
                    
                    
                    
                    46,521LIABILITIES AND STOCKHOLDERS’ EQUITY
      (DEFICIT)CURRENT
      LIABILITIESDue
      to subsidiaries
                    
                    
                    -
                    
                    
                    
                    132Due
      to Stockholders
                    
                    
                    -
                    
                    
                    
                    -Total
      Current Liabilities
                    
                    
                    -
                    
                    
                    
                    132COMMITMENTS
      AND CONTINGENCIES
                    
                    
                    -
                    
                    
                    
                    -STOCKHOLDERS’
      EQUITY:Preferred
      stock, $.0001 par value, 10,000,000 shares authorized, none
      issuedCommon
      stock, $.0001 par value, 100,000,000 shares authorized, 40,675,347and
      36,855,714 shares issued and outstanding at September 30, 2009 andDecember
      31, 2008, respectively
                    
                    
                    4
                    
                    
                    
                    4Additional
      Paid in Capital
                    
                    
                    21,717
                    
                    
                    
                    12,663Accumulated
      other comprehensive income
                    
                    
                    3,933
                    
                    
                    
                    3,960Statutory
      surplus reserve fund
                    
                    
                    3,569
                    
                    
                    
                    3,569Retained
      earnings (unrestricted)
                    
                    
                    38,695
                    
                    
                    
                    26,193Total
      Stockholders’ Equity
                    
                    
                    67,918
                    
                    
                    
                    46,389Total
      Liabilities & Shareholders' Equity
                    
                    $
                    67,918
                    
                    
                    $
                    46,521




29


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
25 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION
(CONTINUED)





NIVS
IntelliMedia Technology Group, Inc.


(Formerly
SRKP 19, Inc.)





CONDENSED PARENT COMPANY
STATEMENTS OF OPERATIONS


(Dollars
in Thousands)





For the
      Three
                
                
                For the
      Three
                
                
                For the
      Nine
                
                
                For the
      NineMonths Ended
                
                
                Months Ended
                
                
                Months Ended
                
                
                Months EndedSeptember 30,
                
                
                September 30,
                
                
                September 30,
                
                
                September 30,2009
                
                
                2008
                
                
                2009
                
                
                2008(Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Merger
      cost
                
                
                -
                
                
                
                944
                
                
                
                -
                
                
                
                944Other
      general and administrative
                
                
                184
                
                
                
                21
                
                
                
                671
                
                
                
                34Total
      Expenses
                
                
                184
                
                
                
                965
                
                
                
                671
                
                
                
                978Equity
      in undistributed income of subsidiaries
                
                
                5,722
                
                
                
                12,026
                
                
                
                13,173
                
                
                
                12,026Income
      before income taxes
                
                
                5,538
                
                
                
                11,061
                
                
                
                12,502
                
                
                
                11,048Provision
      for income tax
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      income
                
                $
                5,538
                
                
                $
                11,061
                
                
                $
                12,502
                
                
                $
                11,048





30


NIVS
INTELLIMEDIA TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


Notes to
Consolidated Financial Statements and disclosures


Amounts
and Disclosures for the Three and Nine Months Ended September 30, 2009 and 2008
are Unaudited





NOTE
25 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION
(CONTINUED)





NIVS
IntelliMedia Technology Group, Inc.


(Formerly
SRKP 19, Inc.)





CONSDENSED PARENT COMPANY
STATEMENTS OF CASH FLOWS


(Dollars
in Thousands)





For the
      Nine
                
                
                For the
      NineMonths Ended
                
                
                Months EndedSeptember 30,
                
                
                September 30,2009
                
                
                2008(Unaudited)
                
                
                (Unaudited)Cash
      Flows from Operating Activities:Net
      income
                
                $
                12,502
                
                
                $
                11,048Other
      receivables
                
                
                (8
                )Equity
      in undistributed income of subsidiaries
                
                
                (13,173
                )
                
                
                (12,026
                )Increase
      in due to subsidiaries
                
                
                -
                
                
                
                -Net
      Cash (Used) by Operating Activities
                
                
                (679
                )
                
                
                (978
                )Cash
      Flows from Investing Activities:Capital
      contribution to subsidiaries
                
                
                (533
                )
                
                
                (9,478
                )Net
      Cash (Used) by Investing Activities
                
                
                (533
                )
                
                
                (9,478
                )Cash
      Flows from Financing Activities:Advances
      from stockholdersRepayment
      to stockholders
                
                
                -
                
                
                
                (33
                )Repayment
      to subsidiaries
                
                
                -
                
                
                
                -Proceeds
      from issuance of shares
                
                
                -
                
                
                
                -Proceeds
      from issuance of warrants
                
                
                -
                
                
                
                -Net
      proceeds of share issuance
                
                
                1,212
                
                
                
                10,488Net
      Cash Provided by Financing Activities
                
                
                1,212
                
                
                
                10,455Net
      increase/(decrease) in cash and cash equivalents
                
                
                -
                
                
                
                (1
                )Cash
      and cash equivalents, beginning of period
                
                
                -
                
                
                
                1Cash
      and cash equivalents, end of period
                
                $
                -
                
                
                $
                -


31


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




The
following discussion relates to the financial condition and results of
operations of NIVS IntelliMedia Technology Group, Inc. (the “Company”) and its
subsidiaries, including its wholly-owned subsidiary, NIVS Holding Company
Limited, a British Virgin Islands corporation (“NIVS BVI”), and NIVS (Huizhou)
Audio & Video Tech. Co., Ltd., a company organized under the laws of the PRC
(“NIVS PRC”), which is 97.5% owned by NIVS BVI and 2.5% owned by Tianfu Li, our
Chief Executive Officer and Chairman of the Board. See the notes to the
financial statements of this report for more information on our organization and
ownership structure.





Forward-Looking
Statements





The
following discussion of our financial condition and results of operations should
be read in conjunction with our unaudited consolidated financial statements and
the related notes, and the other financial information included in this
Quarterly Report.





This
Quarterly Report contains forward-looking statements that involve substantial
risks and uncertainties. All statements other than historical facts contained in
this report, including statements regarding our future financial position,
capital expenditures, cash flows, business strategy and plans and objectives of
management for future operations, are forward-looking statements. The words
“anticipated,” “believe,” “expect, “plan,” “intend,” “seek,” “estimate,”
“project,” “could,” “may,” and similar expressions are intended to identify
forward-looking statements. Such statements reflect our management’s current
views with respect to future events and financial performance and involve risks
and uncertainties, including, without limitation, Our reliance on our major
customers for a large portion of our net sales; our ability to develop and
market new products; our ability to continue to borrow and raise additional
capital to fund our operations; our ability to collect aging trade receivables
and the effect of a growing doubtful account allowance; our ability to
accurately forecast amounts of supplies needed to meet customer demand; exposure
to market risk through sales in international markets; the market acceptance of
our products; exposure to product liability and defect claims; and fluctuations
in the availability of raw materials and components needed for our products; and
various other matters, many of which are beyond our control. Actual results may
vary materially and adversely from those anticipated, believed, estimated or
otherwise indicated should one or more of these risks or uncertainties occur or
if any of the risks or uncertainties described elsewhere in this report occur.
Consequently, all of the forward-looking statements made in this filing are
qualified by these cautionary statements and there can be no assurance of the
actual results or developments.





Overview





Through
NIVS PRC, we engage in the development, production and sales of audio and video
equipment, and set-top box products. In recent years, we have spent substantial
resources on research and development to establish intelligent video and audio
products (meaning products incorporating Chinese speech interactive technology),
which we believe should help us diversify our revenue streams in addition to
adding a higher margin product line. We combine our Chinese speech interactive
technology with traditional video and audio products to form an intelligent
audio-visual system consisting of the audio system, TV set and DVB. Our audio
products have a solid reputation and established brand name in the PRC, while
abroad our products have been named among the most popular brands on consumer
websites for several years.





We sell
our products to wholesalers and distributors of electronic products. For export
sales and 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, 2008, we had three customers that each
accounted for at least 5% of the revenues that we generated. These three
customers accounted for a total of approximately 28.3 % of our revenue for that
period. During the nine months ended September 30, 2008, we had one customer
that accounted for more than 10% of our sales. The customer accounted for 13.1 %
of our sales.  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.


32


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 has been declining.  By
adding functionality and developing new design to our speaker to form new
intelligent audio and video equipment and shift CRT TV to LCDTV 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 would increase our profitability.  For example, in the first
nine months of 2009, our sales revenue for LCDTV increased approximately 38.8%,
respectively, compared to our sales revenue for the first nine months of
2008.




During
the first nine months of 2009, our sales revenue for intelligent audio and video
equipment increased to $41.3 million, an increase of 101% compared to $20.5
million for the same period in 2008.  The increase in revenue for new
intelligent audio and video equipment resulted from an increase in sales volume.
Our sales volume for intelligent audio and video equipment increased by 114% to
1.5 million pieces as compared to 0.7 million pieces for the same period in
2008.We believe the increase in sales revenue and volume are 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.




In the
past, we have relied more heavily on sales to original equipment manufacturers
(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 56.1% of our revenues for the nine months ended September 30,
2009, as compared to 64.8% for the nine months ended September 30, 2008, and
sales of products with our own brand accounted for approximately 43.9 % of our
revenues for the same period, as compared to 35.2 % for the same period in
2008.





Results
of Operations





The
following table sets forth information from our statements of operations for the
three months ended September 30, 2009 and 2008 (unaudited) in dollars and as a
percentage of revenue:





For Three Months Ended
                                                                                                        
                                                                                                        
                                                                                                        For Nine months EndedSeptember 30,
                                                                                                        
                                                                                                        
                                                                                                        September 30,2009
                                                                                                        
                                                                                                        
                                                                                                        2008
                                                                                                        
                                                                                                        
                                                                                                        2009
                                                                                                        
                                                                                                        
                                                                                                        2008(in
                                                                                                          dollars)
                                                                                                        
                                                                                                        
                                                                                                        (as percent
                                                                                                          of
                                                                                                          revenue)
                                                                                                        
                                                                                                        
                                                                                                        (in
                                                                                                          dollars)
                                                                                                        
                                                                                                        
                                                                                                        (as percent
                                                                                                          of
                                                                                                          revenue)
                                                                                                        
                                                                                                        
                                                                                                        (in
                                                                                                          dollars)
                                                                                                        
                                                                                                        (as percent
                                                                                                          of
                                                                                                          revenue)
                                                                                                        
                                                                                                        
                                                                                                        (in
                                                                                                          dollars)
                                                                                                        
                                                                                                        
                                                                                                        (as percent
                                                                                                          of
                                                                                                          revenue)(all
      amounts are in thousands except percentages, share and per share
      amounts)Revenue
                                                                                                        
                                                                                                        $
                                                                                                        52,384
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        99.9
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        49,411
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        99.7
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        122,501
                                                                                                        
                                                                                                        99.8
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        101,048
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        99.7
                                                                                                        %Other
      Sales
                                                                                                        
                                                                                                        
                                                                                                        71
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.1
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        165
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.3
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        223
                                                                                                        
                                                                                                        0.2
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        320
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.3
                                                                                                        %Cost
      of Goods Sold
                                                                                                        
                                                                                                        
                                                                                                        (40,
      956
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -78.1
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (38,262
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -77.2
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (95,226
                                                                                                        )
                                                                                                        -77.6
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (77,853
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -76.8
                                                                                                        %Gross
      Profit
                                                                                                        
                                                                                                        
                                                                                                        11,499
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        21.9
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        11,314
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        22.8
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        27,498
                                                                                                        
                                                                                                        22.4
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        23,517
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        23.2
                                                                                                        %Selling
      Expenses
                                                                                                        
                                                                                                        
                                                                                                        2,328
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        4.4
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        1,287
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        2.6
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        5,596
                                                                                                        
                                                                                                        4.6
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        2,650
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        2.6
                                                                                                        %General
      and administrativeAmortization
                                                                                                        
                                                                                                        
                                                                                                        24
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.0
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        18
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.0
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        60
                                                                                                        
                                                                                                        0.0
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        51
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.1
                                                                                                        %Depreciation
                                                                                                        
                                                                                                        
                                                                                                        84
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.2
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        88
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.2
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        248
                                                                                                        
                                                                                                        0.2
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        249
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.2
                                                                                                        %Bad
      debts
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        424
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.9
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        808
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.8
                                                                                                        %Merger
      cost
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,783
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        3.6
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        1,784
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1.8
                                                                                                        %Stock-based
      compensation
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        765
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1.5
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        765
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.8
                                                                                                        %Others
      General and administrative
                                                                                                        
                                                                                                        
                                                                                                        1,154
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        2.2
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        858
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1.7
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        3,120
                                                                                                        
                                                                                                        2.6
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        1,891
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1.8
                                                                                                        %Total
      General and administrative
                                                                                                        
                                                                                                        
                                                                                                        1,262
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        2.4
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        3,936
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        7.9
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        3,428
                                                                                                        
                                                                                                        2.8
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        5,548
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        5.5
                                                                                                        %Research
      and development
                                                                                                        
                                                                                                        
                                                                                                        1,122
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        2.1
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        261
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.5
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        2,457
                                                                                                        
                                                                                                        2.0
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        668
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.7
                                                                                                        %Total
      operating expenses
                                                                                                        
                                                                                                        
                                                                                                        4,712
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        8.9
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        5,484
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        11
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        11,481
                                                                                                        
                                                                                                        9.4
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        8,867
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        8.8
                                                                                                        %Income
      from operations
                                                                                                        
                                                                                                        
                                                                                                        6,787
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        13
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        5,830
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        11.8
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        16,017
                                                                                                        
                                                                                                        13
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        14,650
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        14.4
                                                                                                        %Other
      income (expenses)Government
      grant
                                                                                                        
                                                                                                        
                                                                                                        335
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.6
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        22
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.0
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        402
                                                                                                        
                                                                                                        0.3
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        22
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.0
                                                                                                        %Interest
      income
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        251
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.5
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        394
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.4
                                                                                                        %Interest
      expense
                                                                                                        
                                                                                                        
                                                                                                        (404
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -0.8
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (518
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -1.0
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (1,290
                                                                                                        )
                                                                                                        -1.1
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (1,563
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -1.5
                                                                                                        %Imputed
      interest
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (148
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -0.3
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (447
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -0.4
                                                                                                        %Sundry
      income (expense), net
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (32
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -0.1
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        10
                                                                                                        
                                                                                                        0.0
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (22
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        0.0
                                                                                                        %Total
      other income (expenses)
                                                                                                        
                                                                                                        
                                                                                                        (69
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -0.1
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (425
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -0.9
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (878
                                                                                                        )
                                                                                                        -0.8
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (1,616
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -1.5
                                                                                                        %Income
      before Non-controlling interest and income taxes
                                                                                                        
                                                                                                        
                                                                                                        6,718
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        12.8
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        5,405
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        10.9
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        15,139
                                                                                                        
                                                                                                        12.2
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        13,034
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        12.9
                                                                                                        %Income
      taxes
                                                                                                        
                                                                                                        
                                                                                                        (1,033
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -2
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (646
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -1.3
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (2,310
                                                                                                        )
                                                                                                        -1.9
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (1,621
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -1.6
                                                                                                        %Net
      Income
                                                                                                        
                                                                                                        $
                                                                                                        5,685
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        10.8
                                                                                                        %
                                                                                                        
                                                                                                        $
                                                                                                        4,759
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        9.6
                                                                                                        %
                                                                                                        
                                                                                                        $
                                                                                                        12,829
                                                                                                        
                                                                                                        10.3
                                                                                                        %
                                                                                                        
                                                                                                        $
                                                                                                        11,413
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        11.3
                                                                                                        %Net
      income attributable to the non-controlling interest
                                                                                                        
                                                                                                        
                                                                                                        (147)
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -0.3
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (196)
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -0.4
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (328)
                                                                                                        
                                                                                                        -0.3
                                                                                                        %
                                                                                                        
                                                                                                        
                                                                                                        (363)
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -0.4Net
      income attributable to NIVS IntelliMedia Technology Group,
      Inc.
                                                                                                        
                                                                                                        $
                                                                                                        5,538
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        10.5
                                                                                                        %
                                                                                                        
                                                                                                        $
                                                                                                        4,563
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        9.2
                                                                                                        %
                                                                                                        
                                                                                                        $
                                                                                                        12,501
                                                                                                        
                                                                                                        10
                                                                                                        %
                                                                                                        
                                                                                                        $
                                                                                                        11,050
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        10.9Basic
      Earnings Per Share
                                                                                                        
                                                                                                        $
                                                                                                        0.14
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.0
                                                                                                        %
                                                                                                        
                                                                                                        $
                                                                                                        0.13
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        0.32
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        0.37
                                                                                                        .Basic
      Weighted-Average Shares Outstanding
                                                                                                        
                                                                                                        
                                                                                                        40,675,347
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        34,147,201
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        39,595,543
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        29,746,845Diluted
      Earnings Per Share
                                                                                                        
                                                                                                        $
                                                                                                        0.14
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        0.13
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        0.31
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        0.37Diluted
      Weighted-Average Shares Outstanding
                                                                                                        
                                                                                                        
                                                                                                        40,675,347
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        34,844,197
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        39,862,552
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        29,979,177




33


Three
months ended September 30, 2009 and 2008




Revenues,
which consist of sales of our products, were $52.4 million for the three months
ended September 30, 2009, an increase of $3.0 million, or 6.0%, compared to
$49.4 million for the same period in 2008. The increase in revenue was
attributed mainly to the increased demand for our products, which we believe is
a result of our market expansion efforts. The increase of revenue was also due
to the new sales of digital equipment and LCD products. For the three months
ended September 30, 2009, our sales revenue for standard audio equipment
decreased to $18.7 million, a decrease of 35.3% compared to $28.9 million for
the same period in 2008. Sales revenue for televisions decreased to $5.8
million, a decrease of 14.7% compared to $6.8 million for the same period in
2008. Sales revenue for our intelligent audio and video equipment increased to
$25.3 million, an increase of 201.0% compared to $8.4 million for the same
period in 2008. For the three months ended September 30, 2009, our sales volume
for standard audio equipment decreased by 33% to 1.0 million pieces as compared
to 1.5 million pieces for the same period in 2008. The decrease was due to
product upgrades to the intelligent products from standard products. For the
three months ended September 30, 2009, our sales volume for televisions
decreased by 34.3% to 42,000 pieces as compared to 64,000 pieces for the same
period in 2008. Our sales volume for intelligent audio and video equipment
increased by 181.3% to 0.9 million pieces as compared to 320,000 pieces for the
same period in 2008. We believe the increase in intelligent equipment 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.




Costs of
sales, which include raw material, labor and manufacturing overhead, were $41
million for the three months ended September 30, 2009, an increase of $2.7
million, or 7 %, compared to $38.3 million for the same period in 2008. 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 net revenue,
cost of sales for the three months ended September 30, 2009 and 2008 was 78.1 %
and 77.2%, respectively.





Gross
profit for the three months ended September 30, 2009 was $11.5 million, or 21.9%
of revenues, compared to $11.3 million, or 22.8% of revenues, for the comparable
period in 2008. Gross profit margins are a factor of cost of sales, product mix
and product demand. In the third quarter of 2009, gross margin remains
consistent with the same period in 2008.





Selling
expenses, which mainly include marketing, shipping, insurance, wage and other
expenses, were $2.3 million for the three months ended September 30, 2009, an
increase of $1.0 million, or 76.9%, compared to $1.3 million for the same period
in 2008. The increase was primarily due to an increase in television advertising
(on CCTV) and marketing activities.





Research
and development expenses were approximately $1.1 million for the three months
ended September 30, 2009, an increase of approximately $0.8 million, or 267 %,
compared to $0.3 million for the same period in 2008. 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 increase our research and development
efforts and to enable us to manufacture wider lines of products.





General
and administrative expenses, which include wage, benefit, bad debts, utility,
consulting, professional fee, various taxes and levies and other expenses, were
$1.3 million for the three months ended September 30, 2009, a decrease of $2.7
million, or 67.5%, compared to $4.0 million for the same period in 2008. The
decrease was primarily a result of a decrease in the expense related to
reverse merger in 2008, partially offset by an increase of $186,409 in
accrued liabilities related to housing contribution requirements under PRC
laws.  We expect our general and administrative expenses to increase
as a result of professional fees incurred as a result of being a publicly
reporting company in the United States.


34





Interest
expenses were $0.4 million and $0.5 million for the three months ended September
30, 2009 and 2008, respectively. The decrease was due to the decrease in the
interest rate during the three months ended September 30, 2009.





Income
tax provisions for the three months ended September 30, 2009 were approximately
$1.0 million, as compared to approximately $0.6 million for the three months
ended September 30, 2008. The increase was primarily due to an increase in the
taxable income for the three months ended September 30, 2009. NIVS PRC is
registered in PRC and has had tax advantages granted by local government for
corporate income taxes and sales taxes commencing April 6, 2004. NIVS PRC has
been entitled to have a full tax exemption for the first two profitable years,
followed by a 50% reduction on a normal tax rate of 24% for the following three
consecutive years. 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. Our effective income tax rates for the three months ended September 30,
2009 and September 30, 2008 were 15% and 12.5%, respectively.  We
believe that our profitability will be negatively affected in the near future as
a result of the new EIT Law.





Net
income was $5.7 million for the three months ended September 30, 2009, an
increase of $0.9 million, or 18.8%, compared to $4.8 million for the same period
in 2008.





Nine
months ended September 30, 2009 and 2008




Revenues
were $122.5 million for the nine months ended September 30, 2009, an increase of
$21.5 million, or 21.2%, compared to $101.0 million for the same period in 2008.
The increase in revenue was attributed mainly to the increased demand for our
products, which we believe is a result of our market expansion efforts. The
increase of revenue was also due to the new sales of digital equipment and LCD
products. For the nine months ended September 30, 2009, our sales revenue for
standard audio equipment decreased to $56.4 million, a decrease of 4% compared
to $58.9 million for the same period in 2008. Sales revenue for televisions
increased to $17.6 million, an increase of 34% compared to $13.1 million for the
same period in 2008. Sales revenue for our intelligent audio and video equipment
increased to $41.3 million, an increase of 101% compared to $20.5 million for
the same period in 2008. For the nine months ended September 30, 2009, our sales
volume for standard audio equipment decreased by 3% to 3.0 million pieces as
compared to 3.1 million pieces for the same period in 2008.  The
decrease was due to product upgrades to the intelligent products from standard
products.  For the nine months ended September 30, 2009, our sales
volume for televisions increased by 25.3% to 124,000 pieces as compared to
99,000 pieces for the same period in 2008. Our sales volume for intelligent
audio and video equipment increased by 114% to 1.5 million pieces as compared to
0.7 million pieces for the same period in 2008. We believe the increase in sales
revenue and volume of intelligent equipment 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.




Costs of
sales were $95.2 million for the nine months ended September 30, 2009, an
increase of $17.3 million, or 22.3 %, compared to $77.8 million for the same
period in 2008. 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 net revenue, cost of sales for the nine months ended September 30, 2009 and
2008 was 77.6   % and 76.8%, respectively.





Gross
profit for the nine months ended September 30, 2009 was $27.5 million,
or 22.4 % of revenues, compared to $23.5 million, or 23.2% of
revenues, for the comparable period in 2008. Gross profit margins are a factor
of cost of sales, product mix and product demand. In the nine months of 2009,
the price of standard audio equipments which are large percentage of our sales
decreased and some of the costs involved in production increased; however, its
effect is partially offset by increase in the new intelligent products. These
factors caused the small decrease in gross margin





Selling
expenses, which mainly include marketing, shipping, insurance, wage and other
expenses, were $5.6 million for the nine months ended September 30, 2009, an
increase of $2.9 million, or 107 %, compared to $2.7 million for the same period
in 2008. The increase was primarily due to an increase in television advertising
(on CCTV), internet advertising, and marketing activities.





Research
and development expenses were approximately $2.5 million for the nine months
ended September 30, 2009, an increase of approximately $1.8 million,
or  257 %, compared to $0.7 million for the same period in 2008. 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 increase our
research and development efforts and to enable us to manufacture wider lines of
products.





General
and administrative expenses were $3.4 million for the nine months ended
September 30, 2009, a decrease of $2.1 million, or 38%, compared to
$5.5 million for the same period in 2008. The decrease was primarily a
result of a decrease in the expense related to reverse merger in 2008, partially
offset by an increase of $186,409 in accrued liabilities related to housing
contribution requirements under PRC laws. We expect our general and
administrative expenses to increase as a result of professional fees incurred as
a result of being a publicly reporting company in the United
States.


35





Interest
expenses were $1.3 million and $1.6 million for the nine months ended September
30, 2009 and 2008, respectively. The decrease was due to the decrease in
the interest rate during the nine months ended September 30,
2009.


Income
tax provisions for the nine months ended September 30, 2009 were approximately
$2.3 million, as compared to approximately $1.6 million for the nine months
ended September 30, 2008. The decrease was primarily due to a decrease in the
taxable income for the nine months ended September 30, 2009. NIVS PRC is
registered in PRC and has had tax advantages granted by local government for
corporate income taxes and sales taxes commencing April 6, 2004. NIVS PRC has
been entitled to have a full tax exemption for the first two profitable years,
followed by a 50% reduction on a normal tax rate of 24% for the following three
consecutive years. 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. Our effective income tax rates for the nine months ended September 30,
2009 and September 30, 2008 were 15 % and 12.5%, respectively.  We
believe that our profitability will be negatively affected in the near future as
a result of the new EIT Law.





Net
income was $12.8 million for the nine months ended September 30, 2009,
an increase of $1.4 million, or 12.3%, compared to $11.4 million for
the same period in 2008.





Liquidity
and Capital Resources





We had an
unrestricted cash balance of approximately $2.3 million as of September 30,
2009, as compared to $0.5 million as of December 31, 2008. In addition, we also
had approximately $5.6 million in restricted cash as of September 30, 2009, as
compared to $11.7 million as of December 31, 2008. Our restricted cash is held
as a security deposit for our recurring, short-term bank notes. Our funds are
kept in financial institutions located in China, and banks and other financial
institutions in the PRC do not provide insurance for funds held on deposit, and
in the event of a bank failure, we may not have access to our funds on
deposit.  In addition, we are subject to the regulations of the PRC,
which restrict the transfer of cash from China, except under certain specific
circumstances. Accordingly, such funds may not be readily available to us to
satisfy obligations that have been incurred outside the PRC.




We had
negative working capital of approximately $2.8 million, and $18.6 million
as at September 30, 2009 and as of December 31, 2008, respectively. The decrease
of negative working capital was largely caused by public offering fund raising
and management attention to the aging of accounts payable.




Our
accounts receivable has been an increasingly significant portion of our current
assets, representing $29.5 million, $20.4 million, or 49.1%, and 45.3% of
current assets, as at September 30, 2009 and as of December 31, 2008,
respectively.  If customers responsible for a significant amount of
accounts receivable were to become insolvent or otherwise unable to pay for our
products, or to make payments in a timely manner, our liquidity and results of
operations could be materially adversely affected. An economic or industry
downturn could materially adversely affect the servicing of these accounts
receivable, which could result in longer payment cycles, increased collections
costs and defaults in excess of management’s expectations. A significant
deterioration in our ability to collect on accounts receivable could affect
our cash flow and working capital position and could also impact the cost or
availability of financing available to us.





We provide our major
customers with payment terms ranging from 30 to 90 days. Additionally, our
production lead time is approximately three weeks, from the inspection of
incoming materials, to production, testing and packaging. We need to keep a
large supply of raw materials and work in process and finished goods inventory
on hand to ensure timely delivery of our products to our
customers.  We 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 experienced no bad debt expense in
the nine months ended as of September 30, 2009 compared to $0.8 million for
the same period in 2008. We believed it was appropriate to maintain
the reserve balance for doubtful accounts primarily due to a decrease in the
aging of our accounts receivable with a growth in our outstanding receivables as
of September 30, 2009, and the general decline in the domestic and global
economy. Due to the difficulty in assessing future trends, we could be
required to further increase our provisions for doubtful accounts.  As
our accounts receivable age and become uncollectible our cash flow and results
of operations are negatively impacted.





As of
September 30, 2009, inventories amounted to $22.4 million, compared to
$11.3 million as of December 31, 2008. We have experienced increased sales
volume annually and, also, we launched promotion campaign in domestic market in
the first quarter of 2009; 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 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.


36





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 $40.4 million, and $35.9 million as at September 30, 2009 and as
of December 31, 2008, respectively. These loans carry annual interest rates of
approximately 3.54% to 7.12% with maturity dates ranging from 30 days to one
year. These loans are either unsecured or secured by the Company’s buildings,
receivables and land use rights.





From June
2005 to November 2008, our subsidiaries entered into hundreds of loan
transactions with NIVS PRC’s founder and our principal shareholder and current
Chief Executive Officer and Chairman of the Board, Tianfu Li.  In
these loan transactions, we would borrow funds from Mr. Li.  As of
September 30, 2008, our subsidiaries had an aggregate outstanding loan balance
due to Mr. Li of $9.1 million and $568,063 owed to NIVS Investment (SZ) Co.,
Ltd.  In addition, our subsidiaries, primarily through NIVS PRC and
NIVS International (H.K.) Limited (“NIVS HK”), would lend funds to the entities
that were owned and controlled by Mr. Li.  These entities controlled
by Mr. Li are NIVS Investment  (SZ) Co., Ltd.; Zhongkena Technology
Development; Xentsan Technology (SZ) Co., Ltd.; Korea Hyundai Light &
Electric (Int'l) Holding; NIVS Information & Technology (HZ) Co., Ltd.; and
Hyundai Light & Electric (HZ) Co., Ltd. (collectively, the “Related
Companies”).  Our loans to related parties also include a loan to a
supplier of Hyundai Light and Electric (HZ) Co. Ltd. in the amount of
38,474,900 RMB, which is equal to approximately U.S. $5.5 million. The note
carried an interest rate of 1.5% per month and was guaranteed by Hyundai Light
and Electric (HZ) Co Ltd.





The
amount of the loans made by our subsidiaries to the Related Companies ranged in
amount.  The aggregate amount loaned from our subsidiaries to the
Related Companies was approximately $13 million and $10 million during the years
ended December 31, 2008 and 2007, respectively.  The loan amounts owed
to our subsidiaries by the Related Companies as of December 31, 2008 and 2007
were $0 and $2.2 million, respectively.  As of December 31, 2008, our
subsidiaries had an aggregate outstanding loan balance due to Mr. Li of $7.8
million, which was converted into equity upon the closing of our public offering
in March 2009. All of the loans to and from our subsidiaries were unsecured with
no fixed repayment date.  The loans were borrowed and repaid
frequently.  Normally, it was agreed that the loan amounts were to be
paid back to our subsidiaries within three to six months from the date of the
loan transaction.  The loans to the Related Companies were for
temporary funding of each of the Related Companies’ business.





As
presented in our statements of cash flows in our financial statements, the cash
payments directly to and from our largest shareholder, Mr. Li, are reflected as
“Due to Shareholder” and are classified as financing activities pursuant to the
standards within Accounting Standard Codification 230-10-45, which provides that
“financing activities include obtaining resources from owners and providing them
with a return on, and a return of, their investment; borrowing money and
repaying amounts borrowed.”  The loan transactions with the related
parties are classified as investing activity in accordance with the standards
within Accounting Standard Codification 230-10-45 as the related parties are not
“owners” of our company as described in the standards within Accounting Standard
Codification 230-10-45 since the entities do not own equity in our
company.  In addition, Mr. Li, from July 2008, has not owned any part
of Hyundai Light & Electric (Int’l) Holding Limited, and Mr. Li has never
had any ownership interest of the supplier of Hyundai Light & Electric
(Int’l) Holding Limited that was the holder of the note.  The loans to
the related parties were not a borrowing of funds by us, nor a repayment of
funds borrowed by an owner.





Upon the closing of the
Share Exchange, we, a publicly reporting company under U.S. securities laws,
gained ownership of the subsidiaries. As a result, our subsidiaries became
subject to the Sarbanes-Oxley Act of 2002, including Section 402’s prohibition
against personal loans to directors and executive officers, either directly or
indirectly. Because the loans did not have a purpose directly related to the
business operations of our company or our subsidiaries, we believe that the
loans made and outstanding after the closing of the Share Exchange may violate
Section 402 of Sarbanes-Oxley, which would subject us and our chief executive
officer to possible criminal, civil or administrative sanctions, penalties, or
investigations, in addition to potential private securities litigation. It was
intended that all loans from our subsidiaries to our officers and directors,
whether directly or indirectly, be repaid in full prior to the closing of the
Share Exchange, and no further loans were to be made to such related parties
after the closing of the Share Exchange, which occurred on July 25, 2008. In
November 2008, it was discovered that the loans to the entities owned by Mr. Li
continued after the closing of the Share Exchange, as more fully described in
the notes to the financial statements contained in this report. We made a total
of 47 loans, with a total loan amount of $3,221,915, to the Related Companies
after the closing of the Share Exchange.





On
November 28, 2008, we and our subsidiaries entered into a Debt Repayment and
Set-Off Agreement (the “Agreement”) with Mr. Li and the Related
Companies.  Pursuant to the Agreement, as it was amended on December
22, 2008, each of the Related Companies agreed to completely and immediately
repay all outstanding loan amounts that it owed to us and our subsidiaries and
we and our subsidiaries agreed to repay approximately $1.0 million of the debt
that we and our subsidiaries owed to Mr. Li.  As inducement for the
Related Companies for entering into the Agreement, we and our subsidiaries
agreed to, among other things, permit the amounts owed to us by the Related
Companies to be off-set by amounts that we owed to Mr. Li and acknowledge that
the Related Companies no longer owed any loan amounts to us or our
subsidiaries.


37





Immediately
prior to the repayments under the Agreement, our subsidiaries had an aggregate
outstanding loan amount of approximately $8.8 million owed to Mr. Li (the “Li
Debt”).  On the same date, Mr. Li, through the Related Companies, had
an aggregate outstanding loan amount of approximately $1.0 million owed to our
subsidiaries (the “Related Companies’ Debt”), which consisted of approximately
$1.0 million owed by Korea Hyundai Light & Electric (Int'l) Holding.
Pursuant to the Agreement, the Related Companies’ Debt of approximately $1.0
million was repaid by set off against the Li Debt of approximately $8.8
million.  As a result of the transactions contemplated by the
Agreement, the Related Companies’ Debt is no longer outstanding and neither
Mr. Li nor any of the Related Companies owed us or our subsidiaries any
loan amount.  Moreover, after the repayments under the Agreement, our
subsidiaries’ remaining debt owed to Mr. Li was approximately $7.8
million.  The parties to the Repayment Agreement also acknowledged
that there were no remaining debt obligations owed to the us or our
subsidiaries, either directly or indirectly, by Mr. Li, any other executive
officer or director, or any related family member, of our company or
subsidiaries, or any entity owned or controlled by such persons, including the
Related Companies, and that no loans or similar arrangements will be made by us
or our subsidiaries to such persons or entities in the future.





On
December 24, 2008, we and three of our subsidiaries (NIVS BVI, NIVS HK, and NIVS
PRC) entered into an agreement with Mr. Li pursuant to which the outstanding
debt of $7.8 million that we owed to Mr. Li would be converted into shares of
our common stock based on the closing price of our public offering that we
conducted in March 2009.  According to the agreement, we issued
2,240,493 shares of our common stock to Mr. Li in March 2009 upon the closing of
our public offering.  As a result of the conversion, the debt amount
of $7.8 million was converted into shares of common stock at $3.50 per share,
and the debt is no longer outstanding.





In March
2009, we completed a public offering consisting of 550,000 shares of our common
stock. WestPark Capital, Inc. acted as underwriter in the public
offering.  Our shares of common stock were sold to the public at a
price of $3.50 per share, for gross proceeds of approximately $1.9
million.  Compensation for WestPark Capital’s services included
discounts and commissions of $192,500, a $57,750 non-accountable expense
allowance, roadshow expenses of approximately of $10,000, and legal counsel fees
(excluding blue sky fees) of $40,000.  WestPark Capital also received
a warrant to purchase 55,000 shares of our common stock at an exercise price of
$4.20 per share.  The warrant, which has a term of five years, is not
exercisable until at least one-year from the date of issuance.  The
warrant also carries registration rights.  In April 2009, the
underwriters exercised their over-allotment option in full for the offer and
sale of 82,500 additional shares of common stock at $3.50 per share, for gross
proceeds of $288,750.





In April
2009, WestPark Capital exercised its over-allotment option to purchase an
additional of 82,500 shares of common stock. The shares were sold a price of
$3.50 per share for a gross proceed of $288,750. Compensation incurred in the
public offering included discounts and commissions of $28,875, an $8,663
non-accountable expense allowance, other expenses of $4,821, and legal counsel
fees of $42,500.





On July
25, 2008, concurrently with the close of the Share Exchange, we conducted an
initial closing of a private placement transaction pursuant to which we sold an
aggregate of 5,239,460 shares of common stock at $1.80 per share, for gross
proceeds of approximately $9.4 million. On August 12, 2009, we conducted a
second and final closing of the private placement pursuant to which we sold an
additional 1,304,587 shares of common stock at $1.80 per share for gross
proceeds of approximately $2.3 million. Accordingly, we sold a total of
6,544,047 shares of common stock in the private placement for aggregate gross
proceeds of approximately $11.8 million (the “Private Placement”). WestPark
Capital, Inc., the placement agent for the Private Placement, was paid a
commission equal to 6.5% of the gross proceeds from the financing, in addition
to a $130,000 success fee for the Share Exchange, for an aggregate fee of
approximately $896,000.  We agreed to file a registration statement
covering the common stock sold in the Private Placement and to pay for all costs
related to the registration of the shares. The registration statement covering
such shares was declared effective by the Securities and Exchange Commission in
March 2009.  We have used the proceeds from the Private Placement to
provide working capital for speech-controlled TV and product promotion,
speech-controlled audio acoustics, DVD, and DVB production capacity expansion,
technology and product research and development, basic research and application
product development, brand building and publicity and strengthening channel
building and brand promotion in China and to increase reserve funds as well as
new production lines for LCD TV for the expansion of business.





We are
required to contribute a portion of our employees’ total salaries to the Chinese
government’s social insurance funds, including pension insurance, medical
insurance, unemployment insurance, and job injuries insurance, and maternity
insurance, in accordance with relevant regulations. Total contributions to the
funds are approximately $120,000 and $160,000 for the nine months ended
September 30, 2009 and 2008, respectively. We expect that the amount of our
contribution to the government’s social insurance funds will increase in the
future as we expand our workforce.





According
to the relevant PRC regulations on housing provident funds, PRC enterprises are
required to contribute housing provident funds for their employees. The monthly
contributions for Huizhou City must be at least 5% of each employee’s average
monthly income in the previous year. The Company has not paid such funds for its
employees since its establishment and the accumulated unpaid amount is
approximately $870,000. Under local regulations on collection of housing
provident funds in Huizhou City where the Company’s subsidiary, NIVS PRC, is
located, the local housing authority may require the Company to rectify its
non-compliance by setting up bank accounts and making payment and relevant
filings for the unpaid housing funds for its employees within a specified time
period. If the Company fails to do so within the specified time period, the
local housing authority may impose a monetary fine on it and may also apply to
the local people’s court for enforcement. The Company’s employees may also be
entitled to claim payment of such funds individually. If the Company receives
any notice from the local housing authority or any claim from our current and
former employees regarding the Company’s non-compliance with the regulations,
the Company will be required respond to the notice and pay all amounts due to
the government, including any administrative penalties imposed, which would
require the Company to divert its financial resources and/or impact its cash
reserves, if any, to make such payments.  Additionally, any
administrative costs in excess of the payments, if material, may impact the
Company's operating results.  As of September 30, 2009, the Company
has not received any notice from the local housing authority or any claim from
our current and former employees


38





Net cash
provided by operating activities was $3.5 million for the nine months ended
September 30, 2009, compared to net cash used in operating activities of $6.0
million for the nine months ended September 30, 2008.  The increase in
net cash provided in operating activities was primarily due to a decrease in
advances to suppliers and a decrease in accounts receivable. Our increase in net
cash provided in operating activities for the nine months ended September 30,
2009 was partially offset by an increase in cash used in inventories in response
to increasing material prices and demand of our products.





Investing
activity during the nine months ended September 30, 2009 and 2008 included the
purchasing of property and equipment and intangible assets, which resulted in
net cash provided by investing activities of $2.8 million for the nine months
ended September 30, 2009, compared to net cash used in investing activities of
$15.4 million for the nine months ended September 30, 2008. The decrease in net
cash used in investing activities was primarily due to the decrease in the
restricted cash and the completion of our new plant renovation in 2008. In June
2008, we entered into an agreement for the purchase of production equipment and
a new plant renovation at a contracted price of RMB 36,117,340 (USD
$5,283,997).  As of June 30, 2009, we had paid $3.3 million for the
purchase of production equipment and plant renovation. The plant renovation and
the equipment installation were completed in the end of 2008. The remainder
balance of RMB 24,210 (USD$3,542) was paid in January, 2009.





Net
cash used in financing activities amounted to $4.4 million for the
nine months ended September 30, 2009, compared to net cash provided by financing
activities of 22.2 million for the nine months ended September 30,
2008.  The change in cash used in/provided by financing activities was
primarily a decrease in various notes payable financing, partially offset
by an increase in cash flow provided by bank loans and our IPO closing in March
2009.





In
October 2009, we commenced construction on Phase II of our factory in Huizhou
(Phase II), which will include a new manufacturing facility and dormitory. Phase
II's manufacturing 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 and intended for
distribution in China's domestic market. The expected production capacity will
be 2 million TV sets and 1.5 million phones per year. Construction is
scheduled to be completed during the second quarter of 2010, and the
manufacturing facility is expected to be operational later that same
quarter.  The estimate completion date is April 30, 2010 for the
manufacturing facility and June 30, 2010 for the dormitory. Total budget of the
construction is RMB 53,500,000 ($7,847,380).





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.





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 the Chinese New Year Holiday.





Off-Balance
Sheet Arrangements





We have
no material off-balance sheet transactions.





Critical
Accounting Policies and Estimates




Management’s
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements. These statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America. These principles require management to make certain
estimates and assumptions that affect amounts reported and disclosed in the
financial statements and related notes. The most significant estimates and
assumptions include valuation of inventories, provisions for income taxes,
allowance for doubtful accounts, and purchase price allocation relating to the
business acquired. Actual results could differ from these estimates.
Periodically, we review all significant estimates and assumptions affecting the
financial statements and record the effect of any necessary
adjustments.


39





We
describe our significant accounting policies in Note 2, Summary of
Significant Accounting Policies, of the Notes to Consolidated Financial
Statements included in our Annual Report on Form 10-K as of and for the
year ended December 31, 2008. We discuss our critical accounting policies
and estimates in Management’s Discussion and Analysis of Financial Condition and
Results of Operations in our Annual Report on Form 10-K as of and for the
year ended December 31, 2008. Other than as indicated in this quarterly
report, there have been no material revisions to the critical accounting
policies as filed in our Annual Report on Form 10-K as of and for the year
ended December 31, 2008 with the SEC on March 31, 2009.





ITEM
3.                 QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




There
have been no material changes in market risk from the information provided in
Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
other than those discussed below.





ITEM
4.                 CONTROLS
AND PROCEDURES





Evaluation
of disclosure controls and procedures





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms and that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.





As of the
end of the period covered by this Quarterly Report, we conducted an evaluation,
under the supervision and the participation of our Chief Executive Officer and
Chief Financial Officer, of our disclosure controls and procedures (as defined
in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures are not effective as of
September 30, 2009 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 US Securities and Exchange Commission rules and
regulations.  Deficiencies in our controls and procedures have led to
restatements of our financial statements, as follows:





In
February 2010, the Company 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.  The Company 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
December 2008, we noted that our financial statements for the years ended 2007,
2006, and 2005, the six months ended June 30, 2008 and 2007, and the nine months
ended September 30, 2008 and 2007, contained an error in the accounting
treatment for “Due from related parties,” whereby a misclassification of “Due
from related parties” resulted in an overstatement of our assets and
shareholders’ equity for those periods. We misclassified “Due from related
parties” by recording related party receivables as an asset instead of as a
deduction from stockholders’ equity for the periods referenced above. We
reviewed the accounting for “Due from related parties” and, based on the review,
we concluded that we misapplied accounting principles generally accepted in the
United States of America and we restated our financial statements for the
periods indicated above. We concluded that “Due from related parties” should
have been accounted for by recording related party receivables as a deduction
from stockholders’ equity. We accounted for “Due from related parties” by
recording related party receivables as a deduction from stockholders’
equity.


40





In
October 2008, we noted that our financial statements for the years ended 2007,
2006, and 2005 and the quarter ended June 30, 2008 and 2007 contained an error
in the accounting treatment of imputed interest on due to shareholders
loan, resulting in an understatement of our expenses for those periods. We
did not account for the addition of imputed interest in our financial statements
at the time of issuance. We reviewed the accounting for the imputed interest
and, based on the review, we concluded that we misapplied accounting
principles generally accepted in the United States of America and we restated
our financial statements for the periods indicated above. We concluded that the
imputed interest on loans due to our principal shareholders should have been
accounted for as an expense to business operation and an addition to paid-in
capital. We accounted for the imputed interest as an expense to business
operations and an addition to paid-in capital.





Furthermore,
in November 2008, our management identified a material weakness in our controls
and procedures regarding our failure to timely disclose and prevent loan
transactions made to entities owned and controlled by our CEO in violation of
Section 402 of the Sarbanes-Oxley Act of 2002 (“Section 402”).  The
facts of the loan transactions and remediation are as follows:





On July
25, 2008, we consummated a share exchange transaction (the “Share Exchange”)
pursuant to a share exchange agreement (the “Exchange Agreement”) dated as of
June 27, 2008, and amended as of July 25, 2008, with NIVS Holding Company
Limited, a British Virgin Islands corporation (“NIVS BVI”) and the shareholders
of NIVS BVI (the “Shareholders”), whereby we (i) became the 100% parent of NIVS
BVI and its subsidiaries, including its 97.5%-owned subsidiary NIVS (Huizhou)
Audio & Video Tech. Co., Ltd., a company organized under the laws of the PRC
(“NIVS PRC”); (ii) assumed the operations of NIVS BVI and its subsidiaries and
(iii) changed our name from SRKP 19, Inc. to NIVS IntelliMedia Technology Group,
Inc. Upon the closing of the Share Exchange, the sole business conducted by our
company became the business conducted by NIVS BVI, and we appointed new officers
and directors, which were officers and directors of NIVS BVI. Prior to the Share
Exchange, NIVS PRC entered into loan transactions with its founder and our
principal shareholder and current Chief Executive Officer and Chairman of the
Board, Tianfu Li. In these transactions, NIVS PRC would borrow funds from Mr. Li
and NIVS PRC would also lend funds to entities that were owned and controlled by
Mr. Li. These entities are NIVS Investment (SZ) Co., Ltd.; Zhongkena
Technology Development; Xentsan Technology (SZ) Co., Ltd.; Korea Hyundai Light
& Electric (Int'l) Holding; NIVS Information & Technology (HZ) Co.,
Ltd.; and Hyundai Light & Electric (HZ) Co., Ltd. The loans were unsecured
with no fixed repayment date.





It was
intended that all loans from the Company to officers and directors, whether
directly or indirectly, be repaid prior to the closing of the Share Exchange,
and no further loans would be made to such related parties after the closing of
the Share Exchange. In November 2008, it was discovered that the loans to
entities owned by our CEO and other related parties continued after the closing
of the Share Exchange.  Upon the discovery of the continued loans to
entities owned by our CEO and other related parties, we took remedial steps
to address the violation of Section 402 by requiring immediate and full
repayment of all outstanding loan balances, including all accrued interest, and
we have received full repayment of the amounts owed to us by the entities
owned and controlled by our CEO.  We entered into a repayment
agreement with the entities owned by our CEO and other related parties pursuant
to which all amounts owed by such entities to us was repaid in
full.





We have
taken steps to improve the process designed to prevent such loans to our
directors, officers or related entities by engaging (i) Protiviti, a third party
consulting firm with experience in implementing Section 402 preventative
measures and controls and procedures, (ii) two consultants in 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, our
company has 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.  In 2010, we renewed our contract with
Protiviti to help us further improve our internal controls and procedures to
comply with SEC regulations.   Furthermore, in January 2009, we
appointed a new independent director and Chairman of our Audit, Compensation,
and Nominating Committees, Charles Mo.  In January 2009, we also hired
a new Interim Chief Financial Officer and Corporate Secretary, Simon Zhang, who
has experience with financial reporting under U.S. GAAP. Mr. Zhang subsequently
became our permanent CFO.  In addition, we have amended our Audit
Committee charter and Code of Business Conduct and Ethics to specifically
provide that our Audit Committee must discuss and review with management, our
outside legal counsel, our independent auditor and other appropriate parties, as
applicable, before approving any proposed loan, advance of funds, transfer of
funds, creation of debt or other liability, or similar transaction that involves
a related party, including any entity in which a director or executive officer
of the Company has a direct or indirect interest.  No transaction
is permitted to occur until such review and analysis is complete and the Audit
Committee provides prior written approval and authorization.





In
January 2009, in an effort to take additional measures to improve our internal
controls and procedures regarding related party transactions and to adopt a
policy for the identification, approval, processing, recording and disclosure of
related party transactions, we adopted the NIVS IntelliMedia Technology Group,
Inc. Policy and Procedures With Respect To Related Person
Transactions.  Additionally, in January 2009, in an effort to take
additional measures to improve our internal controls and procedures to ensure
that information required to be disclosed by our company in the reports that we
file or submit under U.S. securities laws and the SEC’s rules and regulations is
accumulated and communicated to our management, including our CEO and CFO, to
allow timely decisions regarding required disclosure, we adopted the NIVS
IntelliMedia Technology Group, Inc. Disclosure Controls and
Procedures.




41





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, since engaging
Protiviti, our company has set up quarterly internal training seminars on
internal controls and procedures to department heads.  Additionally,
we have engaged third-party financial consultants to review and analyze our
financial statements and assist us in improving our reporting of financial
information, including advising us on whether we need additional accounting
personnel to ensure timely reporting of financial information.  We
believe that the remedial steps that we have taken and plan to take will address
the conditions identified by our CEO and CFO 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 Control 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 third quarter of
fiscal 2009 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




Not
applicable.





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, such as our annual report on Form 10-K as filed
with the SEC on March 31, 2009, before deciding whether to purchase our common
stock.





We
may be exposed to monetary fines by the local housing authority and claims from
our employees in connection with NIVS PRC Light’s non-compliance with
regulations with respect to contribution of housing provident funds for
employees.





According to the relevant PRC
regulations on housing provident funds, PRC enterprises are required to
contribute housing provident funds for their employees. The monthly
contributions must beat least 5% of each employee’s average monthly income in
the previous year. NIVS PRC has not paid such funds for its employees since its
establishment and the accumulated unpaid amount is approximately $870,000. Under
local regulations on collection of housing provident funds in Huizhou City where
NIVS PRC is located, the local housing authority may require NIVS PRC to rectify
its non-compliance by setting up bank accounts and making payment and relevant
filings for the unpaid housing funds for its employees within a specified time
period. If NIVS PRC fails to do so within the specified time period, the local
housing authority may impose a monetary fine on it and may also apply to the
local people’s court for enforcement. NIVS PRC employees may also be entitled to
claim payment of such funds individually. If we
receive any notice from the local housing authority or any claim from our
current and former employees regarding our non-compliance with the regulations,
we will be required respond to the notice and pay all amounts due to the
government, including any administrative penalties imposed, which would require
us to divert our financial resources and/or impact our cash reserves, if any, to
make such payments. Additionally, any administrative costs in excess of
the payments, if material, may impact our operating results.




We
depend on a small number of customers for the vast majority of our sales. A
reduction in business from any of these customers could cause a significant
decline in our sales and profitability.





The vast
majority of our sales are generated from a small number of customers. For the
nine months ended September 30, 2009, we had three customers that each accounted
for at least 5% of the revenues that we generated. These three customers
accounted for a total of approximately 28.3% of our revenue for that
period.  During the year ended December 31, 2008 and 2007, we had
seven and five customers that generated revenues of at least 5% of our revenues,
with one customer accounting for 12% and 13% of our revenue, respectively. These
customers accounted for a total of approximately 44% and 38% of our revenue for
the years ended December 31, 2008 and 2007, respectively.  The loss of
any of these customers could have a material adverse effect upon our revenue and
net income.





In
addition, we believe that one customer will represent substantially all of our
mobile phone product sales in the foreseeable. 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.  PRC law currently
permits only three wireless carriers in the China telecommunications market,
China Mobile, China Telecom and China Unicom.   The purchase
agreement that we have with China Telecom is contingent on delivery of the 3G
mobile phones representing the aggregate order by March 31, 2010.  The
value of the order is approximately $28.8 million; the dollar value of any
additional orders further to this relationship depends on the final number of
delivered products.  If we fail to meet the requirements of the order
or otherwise lose China PTAC as a customer could result in a material adverse
effect upon our revenue and net income.


42





Our
acquisition of Dongri in January 2010 may not result in the benefits and revenue
growth we expect.




In
January 2010, our wholly-owned subsidiary, NIVS Holding Company Limited,
acquired 100% of the equity interest in Huizhou Dongri Digital Co., Ltd., a
company organized under the laws of the People’s Republic of China (“Dongri”)
for a purchase price of up $23 million.  Our acquisition of Dongri and
its manufacturing facility could expose us to potential liabilities, some of
which may not be disclosed by the seller, and there are no assurances that our
acquisition of Dongri will enhance our future financial condition.  We
may continue to acquire additional businesses in the future. This acquisition
and future acquisitions involve substantial risks, including:





Ÿ
            integration
      and management of the operations;





Ÿ
            retention
      of key personnel;





Ÿ
            integration
      of information systems, internal procedures, accounts receivable and
      management, financial and operational
controls;





Ÿ
            diversion
      of management’s attention from other ongoing business concerns; and
      exposure to unanticipated liabilities of acquired
    companies;





Ÿ
            uncertainty
      as to whether PRC governmental authorities will question the structure of
      the acquisition and require approval of PRC authorities that would have
      the ability to seek to void the
transaction;





Ÿ
            unforeseen
      tax liability in connection with our possession and operation of the
      Dongri; and





Ÿ
            failure
      to realize anticipated financial results or
  benefits.




These and
other factors could harm our ability to achieve anticipated levels of
profitability or realize other anticipated benefits of an acquisition and could
adversely affect our business and operating results.





Our
expansion into the mobile phone industry will depend on the continued growth of
the mobile communications industry, and if the mobile communications industry
does not grow as we expect, our sales and profitability may be adversely
affected.





We have
recently made significant investments to enter into the mobile phone industry,
and sales of our mobile phone products depend on continued growth in mobile
communications in terms of the number of existing mobile subscribers who upgrade
or simply replace their existing mobile devices, the number of new subscribers
and increased usage. As well, our sales and profitability are affected by the
extent to which there is increasing demand for, and development of, value-added
services, leading to opportunities for us to successfully market mobile devices
that feature these services. These developments are outside of our control. For
example, we are dependent on operators in highly penetrated markets to
successfully introduce services that cause a substantial increase in usage of
voice and data. If operators are not successful in their attempts to increase
subscriber numbers, stimulate increased usage or drive replacement sales, our
business and results of operations could be materially adversely
affected.





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





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





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


43





We
will not be able to complete an acquisition of prospective acquisition targets
in the PRC unless their financial statements can be reconciled to U.S. generally
accepted accounting principles in a timely manner.




Companies
based in the PRC may not have properly kept financial books and records that may
be reconciled with U.S. generally accepted accounting principles. If we attempt
to acquire a significant PRC target company and/or its assets, we would be
required to obtain or prepare financial statements of the target that are
prepared in accordance with and reconciled to U.S. generally accepted accounting
principles. Federal securities laws require that a business combination meeting
certain financial significance tests require the public acquirer to prepare and
file historical and/or pro forma financial statement disclosure with the SEC.
These financial statements must be prepared in accordance with, or be reconciled
to U.S. generally accepted accounting principles and the historical financial
statements must be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), or PCAOB. If a proposed
acquisition target does not have financial statements that have been prepared in
accordance with, or that can be reconciled to, U.S. generally accepted
accounting principles and audited in accordance with the standards of the PCAOB,
we will not be able to acquire that proposed acquisition target. These financial
statement requirements may limit the pool of potential acquisition targets with
which we may acquire and hinder our ability to expand our retail operations.
Furthermore, if we consummate an acquisition and are unable to timely file
audited financial statements and/or pro forma financial information required by
the Exchange Act, such as Item 9.01 of Form 8-K, we will be ineligible to use
the SEC’s short-form registration statement on Form S-3 to raise capital, if we
are otherwise eligible to use a Form S-3. If we are ineligible to use a Form
S-3, the process of raising capital may be more expensive and time consuming and
the terms of any offering transaction may not be as favorable as they would have
been if we were eligible to use Form S-3.





We
face uncertainty from China’s Circular on Strengthening the Administration of
Enterprise Income Tax on Non-Resident Enterprises' Share Transfer (“Circular
698”) that was released in December 2009 with retroactive effect from January 1,
2008.





The
Chinese State Administration of Taxation (SAT) released a circular (Guoshuihan
No. 698 – Circular 698) on December 15, 2009 that addresses the transfer of
shares by nonresident companies.  Circular 698, which is effective
retroactively to January 1, 2008, may have a significant impact on many
companies that use offshore holding companies to invest in
China.  Circular 698, which provides parties with a short period of
time to comply its requirements, indirectly taxes foreign companies on gains
derived from the indirect sale of a Chinese company.  Where a foreign
investor indirectly transfers equity interests in a Chinese resident enterprise
by selling the shares in an offshore holding company, and the latter is located
in a country or jurisdiction where the effective tax burden is less than 12.5%
or where the offshore income of his, her, or its residents is not taxable, the
foreign investor is required to provide the tax authority in charge of that
Chinese resident enterprise with the relevant information within 30 days of the
transfers. Moreover, where a foreign investor indirectly transfers equity
interests in a Chinese resident enterprise through an abuse of form of
organization and there are no reasonable commercial purposes such that the
corporate income tax liability is avoided, the PRC tax authority will have the
power to re-assess the nature of the equity transfer in accordance with PRC’s
“substance-over-form” principle and deny the existence of the offshore holding
company that is used for tax planning purposes.




There is
uncertainty as to the application of Circular 698.  For example, while
the term "indirectly transfer" is not defined, it is understood that the
relevant PRC tax authorities have jurisdiction regarding requests for
information over a wide range of foreign entities having no direct contact with
China. Moreover, the relevant authority has not yet promulgated any formal
provisions or formally declared or stated how to calculate the effective tax in
the country or jurisdiction and to what extent and the process of the disclosure
to the tax authority in charge of that Chinese resident
enterprise.  In addition, there are not any formal declarations with
regard to how to decide “abuse of form of organization” and “reasonable
commercial purpose,” which can be utilized by us to balance if our company
complies with the Circular 698.  As a result, we may become at risk of
being taxed under Circular 698 and we may be required to expend valuable
resources to comply with Circular 698 or to establish that we should not be
taxed under Circular 698, which could have a material adverse effect on our
financial condition and results of operations.





Under
the New EIT Law, we and NIVS BVI may be classified as “resident enterprises” of
China for tax purpose, which may subject us and NIVS BVI to PRC income tax on
taxable global income.





Under the
new PRC Enterprise Income Tax Law (the “New EIT Law”) and its implementing
rules, both of which became effective on January 1, 2008. Under the New EIT Law,
enterprises are classified as resident enterprises and non-resident
enterprises.  An enterprise established outside of China with its “de
facto management bodies” located within China is considered a “resident
enterprise,” meaning that it can be treated in a manner similar to a Chinese
domestic enterprise for enterprise income tax purposes.  The
implementing rules of the New EIT Law define de facto management body as a
managing body that in practice exercises “substantial and overall management and
control over the production and operations, personnel, accounting, and
properties” of the enterprise.  Due to the short history of the New
EIT law and lack of applicable legal precedents, it remains unclear how the PRC
tax authorities will determine the PRC tax resident treatment of a foreign
company such as us and NIVS BVI. Both us and NIVS BVI have all members of
management team located in China. If the PRC tax authorities determine that we
or NIVS BVI is a “resident enterprise” for PRC enterprise income tax purposes, a
number of PRC tax consequences could follow. First, we may be subject to the
enterprise income tax at a rate of 25% on our worldwide taxable income,
including interest income on the proceeds from this offering, as well as PRC
enterprise income tax reporting obligations. Second, the New EIT Law provides
that dividend paid between “qualified resident enterprises” is exempted from
enterprise income tax. A recent circular issued by the State Administration of
Taxation regarding the standards used to classify certain Chinese-invested
enterprises controlled by Chinese enterprises or Chinese group enterprises and
established outside of China as “resident enterprises” clarified that dividends
and other income paid by such “resident enterprises” will be considered to be
PRC source income, subject to PRC withholding tax, currently at a rate of 10%,
when recognized by non-PRC shareholders. It is unclear whether the dividends
that we or NIVS BVI receives from NIVS PRC will constitute dividends between
“qualified resident enterprises” and would therefore qualify for tax exemption,
because the definition of qualified resident enterprises is unclear and the
relevant PRC government authorities have not yet issued guidance with respect to
the processing of outbound remittances to entities that are treated as resident
enterprises for PRC enterprise income tax purposes. We are actively monitoring
the possibility of “resident enterprise” treatment for the applicable tax years
and are evaluating appropriate organizational changes to avoid this treatment,
to the extent possible. As a result of the New EIT Law, our historical operating
results will not be indicative of our operating results for future periods and
the value of our common stock may be adversely affected.


44





Dividends
payable by us to our foreign investors and any gain on the sale of our shares
may be subject to taxes under PRC tax laws.





If
dividends payable to our shareholders are treated as income derived from sources
within China, then the dividends that shareholders receive from us, and any gain
on the sale or transfer of our shares, may be subject to taxes under PRC tax
laws.





Under the
New EIT Law and its implementing rules, PRC enterprise income tax at the rate of
10% is applicable to dividends payable by us to our investors that are
non-resident enterprises so long as such non-resident enterprise investors do
not have an establishment or place of business in China or, despite the
existence of such establishment of place of business in China, the relevant
income is not effectively connected with such establishment or place of business
in China, to the extent that such dividends have their sources within the
PRC.  Similarly, any gain realized on the transfer of our shares by
such investors is also subject to a 10% PRC income tax if such gain is regarded
as income derived from sources within China and we are considered as a resident
enterprise which is domiciled in China for tax purpose.  Additionally,
there is a possibility that the relevant PRC tax authorities may take the view
that the purpose of us and NIVS BVI is holding NIVS PRC, and the capital gain
derived by our overseas shareholders or investors from the share transfer is
deemed China-sourced income, in which case such capital gain may be subject to a
PRC withholding tax at the rate of up to 10%.  If we are required
under the New EIT Law to withhold PRC income tax on our dividends payable to our
foreign shareholders or investors who are non-resident enterprises, or if you
are required to pay PRC income tax on the transfer or our shares under the
circumstances mentioned above, the value of your investment in our shares may be
materially and adversely affected.





In
January, 2009, the State Administration of Taxation promulgated the Provisional
Measures for the Administration of Withholding of Enterprise Income Tax for
Non-resident Enterprises (“Measures”), pursuant to which, the entities which
have the direct obligation to make the following payment to a non-resident
enterprise shall be the relevant tax withholders for such non-resident
enterprise, and such payment includes: incomes from equity investment (including
dividends and other return on investment), interests, rents, royalties, and
incomes from assignment of property as well as other incomes subject to
enterprise income tax received by non-resident enterprises in
China.  Further, the Measures provides that in case of equity transfer
between two non-resident enterprises which occurs outside China, the
non-resident enterprise which receives the equity transfer payment shall, by
itself or engage an agent to, file tax declaration with the PRC tax authority
located at place of the PRC company whose equity has been transferred, and the
PRC company whose equity has been transferred shall assist the tax authorities
to collect taxes from the relevant non-resident enterprise.  However,
it is unclear whether the Measures refer to the equity transfer by a
non-resident enterprise which is a direct or an indirect shareholder of the said
PRC company.  Given these Measures, there is a possibility that we may
have an obligation to withhold income tax in respect of the dividends paid to
non-resident enterprise investors.





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





Not
applicable.





ITEM
3.                 DEFAULT
UPON SENIOR SECURITIES





Not
applicable.




ITEM
4.                 SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





Not
applicable.





ITEM
5.                 OTHER
INFORMATION





Not
applicable.


45




ITEM
6.                 EXHIBITS




(a)      
      Exhibits




Exhibit
                    Number
                  
                  Description of Document31.1
                  
                  Certification
      of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
                  
                  Certification
      of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
                  
                  Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.*


*
            This exhibit shall not be
      deemed “filed” for purposes of Section 18 of the Securities Exchange
      Act of 1934 or otherwise subject to the liabilities of that section, nor
      shall it be deemed incorporated by reference in any filing under the
      Securities Act of 1933 or the Securities Exchange Act of 1934, whether
      made before or after the date hereof and irrespective of any general
      incorporation language in any
filings.




46




SIGNATURES





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




NIVS
      IntelliMedia Technology Group, Inc.Dated:
      February 23, 2010
                  /s/
                  Tianfu
      LiBy:
                  Tianfu
      LiIts:
                  Chairman
      of the Board and Chief Executive
Officer


47