UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


Amendment
No. 2





x   
Quarterly Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934


For the
quarterly period ended March 31, 2010.


or





 ̈   
Transition Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934


For the
transition period from  to.





Commission
File Number: 000-51725





JINGWEI
INTERNATIONAL LIMITED


(Exact
name of registrant as specified in its charter)





Nevada
                    
                    20-1970137(State
      or Other Jurisdiction of
                    
                    (I.R.S.
      EmployerIncorporation
      or Organization)
                    
                    Identification
      No.)





Room
701-702, Building14, Keji C. Rd.,2nd,
Software Park,


Nanshan
District,


Shenzhen, PRC
518057


(Address
of Principal Executive Offices including Zip Code)





+86
1085251198


(Registrant’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 Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes x         No
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).*  Yes   ̈ No  ̈ *The registrant has not
yet been phased into the interactive data requirements.





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




Large
      Accelerated Filer  ̈
              Accelerated
      Filer  ̈
              Non-Accelerated
      Filer  ̈
              Smaller
      Reporting
                Company
      x





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





As
of May 13, 2010, there were 17,049,000 shares of the issuer’s common stock,
par value $0.001 per share, outstanding.





EXPLANATORY
NOTE





This
Amendment No. 2 to Form 10-Q on Form 10-Q/A (the “Amended Filing”) amends
and restates our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2010, originally filed on May 17, 2010 (the “Original Filing”),
as amended by Amendment No. 1 to Form 10-Q on Form 10-Q/A filed on July 13,
2010 (“Amendment No. 1”), of Jingwei International Limited (the “Company”). The
primary purpose of this amendment is to update the result of management’s
assessment on the effectiveness of our disclosure controls and
procedures.





For
purposes of this Form 10-Q/A, and in accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, each item of Amendment No. 1 that
was affected by the re-assessment has been amended and restated in its entirety.
No material changes have been made in this Form 10-Q/A to update other
disclosures presented in Amendment No. 1, except as required to reflect the
effects of the re-assessment. This Amendment No. 2 does not reflect events
occurring after the filing of Amendment No. 1, or modify or update any related
or other disclosures. The following sections of this Amendment No. 2 have been
amended to reflect the re-assessment:




Item 4
Controls and Procedures





This Form
10-Q/A is dated as of a current date and includes as exhibits 31.1, 31.2, 32.1
and 32.2 new certifications by the Company’s Chief Executive Officer and Chief
Financial Officer as required by Rule 12b-15 promulgated under the Securities
Exchange Act of 1934, as amended. This Amendment No. 2 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.











ITEM
4. CONTROLS AND PROCEDURES





Restatement
of Previously Issued Financial Statements





On June
11, 2010, the Audit Committee of the Board of Directors of Jingwei International
Limited (the “Company”) concluded, based on recommendation from management, that
the Company’s consolidated interim financial statements for the periods ended
September 30, 2009 contained in the Company’s Quarterly Report on Form 10-Q
for the period ended September 30, 2009, the consolidated financial statements
for the year ended December 31, 2009 contained in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2009 and the
consolidated interim financial statements for the period ended March 31,
2010 contained in the Company’s Quarterly Report on Form 10-Q for the
period ended March 31, 2010, each as filed with the Securities and Exchange
Commission, need to be restated to correctly reflect the acquisition agreement
described below; and hence, accounting treatment of the payment terms associated
with the acquisition of intangible assets from Shenzhen Newway Digital S&T
Co., Ltd.(“Newway”) on July 1, 2009. Consequently, management filed a Form
8-K/A on June 17, 2010 to disclose that the financial results contained in the
above-referenced reports should no longer be relied upon by investors
(collectively, the "Affected Periods").




Effective on
July 1, 2009, the Company and its wholly owned subsidiary, Shenzhen
Xinguochuang Information Technology Co., Ltd. (“Xinguochuang”) acquired a group
of intangible assets from Newway. In exchange, the Company agreed to pay Newway
an acquisition fee of $6.6 million (RMB 45.0 million), including a fixed number
of shares worth $3.3 million (RMB 22.5 million) on the acquisition date upon
satisfaction of meeting net income targets at the one year anniversary. In May
2010, management discussed with Newway the details of the contingent share
payment arrangement as stipulated in the acquisition agreement with Newway in
preparation for a settlement at the one year anniversary of the acquisition.
During this process, management had identified a significant difference in
interpretation of the contract terms and reported the findings to the Audit
Committee of the Board of Directors, that:




1) the
total number of shares issuable should have been fixed to be 3,287,167 on the
acquisition date with a fair value of $1 each;


2) the
final settlement has to be in the form of shares, with no guaranteed fair value
after 07/01/09.




Throughout
the Affected Periods, the Company believed and prepared the financial statements
based on the interpretation that the number of shares to be granted would be
determined by dividing the total amount of $3.3 million (RMB 22.5 million) into
the market price at the time of distribution of the shares.





With the
analysis provided by management, the Audit Committee of the Board conducted a
thorough review. It concluded on June 11, 2010 that there were a couple of
ambiguous payment terms in the acquisition agreement, with regards to contingent
share issuance, which had misled the accounting and finance team into improper
interpretation and accounting treatment. Also, the revised interpretation on key
elements of contingent share payment arrangement was correct. The revised
interpretation on the contingent share arrangement was subsequently reconfirmed
with Newway and a “Unanimous Written Minutes” among the relevant parties was
signed on June 23, 2010 to document such a combination and contract
clarification.




Through
the investigation discussed above, management identified: (i) control
deficiencies in its internal controls associated with significant acquisition
transaction processes that constitute material weaknesses, and (ii) the need to
restate prior period financial statements. A material weakness is a deficiency,
or a combination of control deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial statements will not be
prevented or detected on a timely basis. Management has identified the control
deficiencies as of March 31, 2010 described in the following paragraph that
constituted two material weaknesses in our operations:





Lack of qualified legal
resources in special
transactions. In the process of negotiating and drafting the significant
acquisition agreement, the Company did not engage or seek support from
qualified legal resources.  Consequently, several key terms in the
agreement including the contignent share issuance were poorly written and
ambiguous.





Inadequate internal communication
across business units. Though the applicable accounting treatments in
relation to the asset acquisition agreement were reviewed and approved by the
CFO, the accounting staff applied their own interpretation of the terms without
directly communicating, or seeking clarification of the contract terms with the
business team who led the negotiation of the acquisition
agreement.  Consequently, the management did not detect the
method of accounting for contingent shares was not in comformity with generally
accepted accounting principles.





As a
result, these control deficiencies resulted in the restatement of our previously
issued consolidated financial statements for the third quarter of 2009, the
fiscal year of 2009, and the first quarter of 2010. Additionally, these control
deficiencies could result in an overstatement of the total liability and an
understatement of the equity, which would result in a material misstatement of
the Company's financial statements that would not be prevented or
detected.





Remediation
Plan





Management
has been actively engaged in developing remediation plans to address the above
control deficiencies. The remediation efforts that have taken place or are in
process to be implemented include the following:





1.
            Making
      personnel changes in the fourth quarter of 2009 and in the first quarter
      of 2010, including appintment of new senior executives in the Company to
      improve management competence to oversee the financial and accounting
      reporting and to insure compliance to
standards;


2.
            Implementing
      procedures to improve the capture, review, approval, and recording of all
      merger and acquisition transactions in the third quarter of 2010,
      including review of agreements by high quality external legal councel and
      timely confirmation of key contract
terms;


3.
            Establishing
      top level reviews procedures in the third quarter of 2010 that include the
      Chief Financial Officer, Chief Executive Officer and the Board in relation
      to merger and acquisition
transactions.





The Audit
Committee has approved the detailed plan prepared by the management and a
timetable for the implementation of the foregoing remediation efforts, and will
monitor the implementation. In addition, under the direction of the Audit
Committee, management will continue to review and make necessary changes to the
overall design of the Company’s internal control environment, as well as to
policies and procedures to improve the overall effectiveness of internal control
over financial reporting.





Management
believes the foregoing efforts will effectively remediate these material
weaknesses. As the Company continues to evaluate and work to improve its
internal control over financial reporting, management may determine to take
additional measures to address control deficiencies or determine to modify the
remediation plan described above.





a)  Disclosure
Controls and Procedures





Disclosure
controls and procedures (as defined in Rules 13(a)-15(e) and
15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) are designed to ensure that (1) information required to be
disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms; and (2) that such information is accumulated and
communicated to management, including the principal executive officer and
principal financial officer, to allow timely decisions regarding required
disclosures.  There are inherent limitations to the effectiveness of any
system of disclosure controls and procedures, including the possibility of human
error, the circumvention or overriding of controls and procedures and collusion
to circumvent and conceal the overriding of controls and procedures. 
Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives.




In
connection with the restatement of the consolidated financial statements in
Amendment No. 1, the Company’s management, including the Company’s chief
executive officer and the chief financial officer, re-evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of March 31, 2010, the end of the period covered by
that report (the “Evaluation Date”) and concluded that our disclosure controls
and procedures were effective as of the Evaluation Date. Subsequent to that
evaluation, management, including our Chief Executive Officer and Chief
Financial Officer re-assessed the conclusion expressed in such evaluation and
identified certain material weaknesses in internal control over financial
reporting (described above), which we view as an integral part of our disclosure
controls and procedures, and have concluded that our disclosure controls and
procedures were not effective as of the Evaluation Date.





b)        Changes in Internal Control over
Financial Reporting




Other
than as described above, there were no changes in our internal controls over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934) during the three months ended March 31, 2010
that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.





PART
II.




OTHER
INFORMATION




Item
1.   Legal Proceedings





There
have been no material developments in the legal proceedings reported in our
Annual Report on Form 10-K for the year ended December 31, 2009 filed with the
SEC on March 31, 2010.





Item
1A.  Risk Factors





We are
not required to respond to this item because we are a smaller reporting
company.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





Not
applicable.





Item
3.  Defaults Upon Senior Securities





Not
applicable.





Item
4.  Removed and reserved





Item
5.  Other Information





None.





Item 6.  Exhibits





The
following exhibits are furnished as part of the Quarterly Report on Form
10-Q:




Exhibit
              
              Description31.1
              
              Certification
      of the Chief Executive Officer (Principal Executive Officer) pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
              
              Certification
      of the Chief Financial Officer (Principal Financial and Accounting
      Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32
              
              Certifications
      of the Chief Executive Officer (Principal Executive Officer) and the Chief
      Financial Officer (Principal Financial and Accounting Officer) pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.







SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





Dated:
October 27, 2010


JINGWEI
      INTERNATIONAL LIMITEDBy:
                  /s/
      Rick LukName:
      Rick LukTitle:
      Chief Executive Officer(Principal
      Executive Officer)By:
                  /s/
      Yong XuName:
      Yong XuTitle:
      Chief Financial Officer(Principal
      Accounting and Financial
                    Officer)