UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


Amendment
No. 1





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





o
            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
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 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 *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 o
            Accelerated
      Filer o
            Non-Accelerated
      Filer o
            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 o    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. 1 (this “Amendment”) on Form 10-Q/A, which amends and restates
items identified below with respect to the Quarterly Report on Form 10-Q for the
three months ended March 31, 2010 filed by  Jingwei International
Limited (the “Company”) with the Securities and Exchange Commission (the “SEC”)
on May 17, 2010 (the “Original Form 10-Q”), is being filed to reflect revisions
to Financial Statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations.





Effective on
July 1, 2009, the Company and its wholly owned subsidiary, Shenzhen
Xinguochuang Information Technology Co., Ltd. (“Xinguo Chuang”) acquired the
value-added service related sales channel, product know-how and technological
achievements from Shenzhen Newway Digital S&T Co., Ltd.(“Newway”). In
exchange, the Company agreed to pay Newway an acquisition fee of $6.6 million
(RMB 45.0 million) in the forms of both cash and shares. Due to
difficulties in interpreting the original agreement, the financial staff
misinterpreted several provisions in relation to consideration. After an
internal review and a confirmation with Newway, management has identified the
following errors related to accounting for this acquisition:





a.      Initial measurement of intangible
assets





The
intangible assets are now measured to be $7.4 million (RMB 50.5 million) by the
amount of cash paid, the cost of total equity interests to be issued, and the
assigned asset value of $0.8 million (RMB 5.5 million) based on the assessment
that it is more likely than not that the tax basis of the intangible assets
acquired is zero. Instead, the initial value of the intangible assets was
improperly measured to be $6.1 million (RMB 41.7 million).  As a part
of the purchase consideration, the contingently issuable shares were believed to
have a fixed monetary value of $3.3 million (RMB 22.5 million) with the number
of shares determined by dividing the total amount into market price at the time
of distribution of the shares. As a result, these shares were classified as a
non-current liability and a discount for the time value of two years had been
applied, thus understating the value of intangible assets.





b.      Classification of equity interests
paid





As
discussed above, a fixed number of shares determinable on the acquisition date
will be issued at one year anniversary, as compared to the misunderstanding that
a fixed moneratry value of obligation would have to be settled at a variable
number of shares.  The monetary benefits that the Newway parties will
receive therefore vary predominantly with the share price of the
Company. The Company meant to bring in an industry player like Newway as a
significant shareholder, and align Newway’s long term interest with the existing
shareholders.  In view of the business intent, the Company has
concluded the contingently issuable shares should be recorded under equity, with
the auditor’s consent.





c.
            Dilutive
      effect of the contigently issuable
shares





With the
contingently issuable shares reported under non-current liabilities, the Company
has not considered whether these shares were outstanding at the end of each
reporting period since the third quarter of 2009, and whether to include them in
computation of the basic EPS or diluted EPS.  After confirming with
Newway, the management has calculated the revenue and net income contributions
from the acquired asset by quarter. Accordingly, the management has considered
shares outstanding upon satisfaction of net income conditions, and included in
the computation of quarterly diluted EPS.





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 the Original Form 10-Q
that was affected by the restatement 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 the Original Form 10-Q, except as required to reflect
the effects of the restatement. This Form 10-Q/A does not reflect events
occurring after the filing of the Original Form 10-Q or modify or update those
disclosures, including the exhibits to the Original Form 10-Q affected by
subsequent events. The following sections of this Form 10-Q/A have been amended
to reflect the restatement:


2





 Part
I—Item 1—Consolidated Financial Statements, and


 Part
I—Item 2—Management's Discussion and Analysis or Plan of Operation


 Part
I—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, and 32
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 should be read in conjunction with the Company’s filings made with the
SEC subsequent to the filing of the Original Form 10-Q, including any amendments
to those filings.




3




PART
      I. FINANCIAL INFORMATIONItem
      1.
              Consolidated
      Financial Statements
              5Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              22Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              27Item
      4.
              Controls
      and Procedures
              27PART
      II. OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              28Item
      1A.
              Risk
      Factors
              28Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              28Item
      3.
              Defaults
      Upon Senior Securities
              28Item
      4.
              Removed
      and reserved
              28Item
      5.
              Other
      Information
              28Item
      6.
              Exhibits
              28




4


PART
I.


FINANCIAL
INFORMATION





Item
1. Consolidated Financial Statements





Consolidated
      Balance Sheets
              6Consolidated
      Statements of Income and Comprehensive Income
              7Consolidated
      Statements of Cash Flows
              8Notes
      to Consolidated Financial Statements
              9




5


Jingwei
International Limited and Subsidiaries


Consolidated
Balance Sheets


(Stated
in US Dollars)





March 31, 2010
                      
                      
                      December 31, 2009(Unaudited,Restated)
                      
                      
                      (Restated)ASSETSCurrent
      assetsCash
      and cash equivalents
                      
                      $
                      9,908,282
                      
                      
                      $
                      10,238,930Inventories
                      
                      
                      4,471,802
                      
                      
                      
                      2,316,043Accounts
      receivable, less allowance for doubtful accounts of $972,500 and
      $1,266,293, respectively
                      
                      
                      23,586,226
                      
                      
                      
                      23,456,704Other
      receivables, prepayments and deposits, less allowance for doubtful
      accounts of $175,740 and $175,712, respectively
                      
                      
                      1,914,575
                      
                      
                      
                      3,219,008Deferred
      tax assets
                      
                      
                      224,115
                      
                      
                      
                      257,837Total
      current assets
                      
                      
                      40,105,000
                      
                      
                      
                      39,488,522Non-current
      assetsProperty
      and equipment, net
                      
                      
                      1,445,278
                      
                      
                      
                      1,385,438Intangible
      assets, net
                      
                      
                      16,631,031
                      
                      
                      
                      17,450,692Long-term
      investment
                      
                      
                      1,737,833
                      
                      
                      
                      1,737,553Total
      non-current assets
                      
                      
                      19,814,142
                      
                      
                      
                      20,573,683Total
      assets
                      
                      $
                      59,919,142
                      
                      
                      $
                      60,062,205LIABILITIES
      AND EQUITYCurrent
      liabilitiesAccounts
      payable
                      
                      $
                      2,961,446
                      
                      
                      $
                      4,152,787Accruals
      and other payables
                      
                      
                      1,175,089
                      
                      
                      
                      1,279,474Income
      tax payable
                      
                      
                      1,770,229
                      
                      
                      
                      1,718,786Loan
      from a stockholder
                      
                      
                      369,462
                      
                      
                      
                      369,462Total
      current liabilities
                      
                      
                      6,276,226
                      
                      
                      
                      7,520,509Non-current
      liabilitiesDeferred
      tax, non-current
                      
                      
                      803,371
                      
                      
                      
                      803,242Total
      liabilities
                      
                      
                      7,079,597
                      
                      
                      
                      8,323,751EquityCommon
      stock, $0.001 par value; 75,000,000 shares authorized, 17,049,000 shares
      issued and outstanding
                      
                      
                      17,049
                      
                      
                      
                      17,049Additional
      paid-in capital
                      
                      
                      18,995,541
                      
                      
                      
                      18,930,306Statutory
      and other reserves
                      
                      
                      2,916,292
                      
                      
                      
                      2,916,292Retained
      earnings
                      
                      
                      20,
      759,158
                      
                      
                      
                      19,738,394Accumulated
      other comprehensive income
                      
                      
                      2,672,095
                      
                      
                      
                      2,658,206Total
      Company’s stockholders' equity
                      
                      
                      45,360,135
                      
                      
                      
                      44,260,247Noncontrolling
      interest
                      
                      
                      7,479,410
                      
                      
                      
                      7,478,207Total
      equity
                      
                      
                      52,839,545
                      
                      
                      
                      51,738,454Total
      liabilities and equity
                      
                      $
                      59,919,142
                      
                      
                      $
                      60,062,205





See notes
to consolidated financial statements.


6




Jingwei
International Limited and Subsidiaries


Consolidated
Statements of Income and Comprehensive Income


(Stated
in US Dollars)





Three Months Ended March
31,2010
                  
                  
                  2009(Unaudited,
      Restated)
                  
                  
                  (Unaudited)Sales
                  
                  $
                  5,119,752
                  
                  
                  $
                  3,943,718Cost
      of sales
                  
                  
                  2,480,308
                  
                  
                  
                  2,422,306Gross
      margin
                  
                  
                  2,639,444
                  
                  
                  
                  1,521,412Operating
      expensesSelling,
      general and administrative expenses
                  
                  
                  953,771
                  
                  
                  
                  403,377Research
      and development costs
                  
                  
                  733,202
                  
                  
                  
                  253,8571,686,973
                  
                  
                  
                  657,234Income
      from operations
                  
                  
                  952,471
                  
                  
                  
                  864,178Other
      income (expense)Subsidy
      income
                  
                  
                  309,249
                  
                  
                  
                  121,216Interest
      income
                  
                  
                  23,008
                  
                  
                  
                  4,024Interest
      expense
                  
                  
                  (1,728
                  )
                  
                  
                  -Other
      expense
                  
                  
                  (46,105
                  )
                  
                  
                  (14,066
                  )284,424
                  
                  
                  
                  111,174Income
      before income taxes
                  
                  
                  1,236,895
                  
                  
                  
                  975,352Income
      tax expense
                  
                  
                  216,131
                  
                  
                  
                  354,654Net
      income
                  
                  
                  1,020,764
                  
                  
                  
                  620,698Less:
      net income attributable to noncontrolling interest
                  
                  
                  -
                  
                  
                  
                  -Net
      income attributable to the
Company’s stockholders
                  
                  
                  1,020,764
                  
                  
                  
                  620,698Foreign
      currency translation adjustment
                  
                  
                  17,545
                  
                  
                  
                  43,520Comprehensive
      income
                  
                  $
                  1, 038,309
                  
                  
                  $
                  664,218Comprehensive
      income attributable to noncontrolling interest
                  
                  
                  1,203
                  
                  
                  
                  18,547Comprehensive income
      attributable to the Company’s stockholders
                  
                  
                  1,037,106
                  
                  
                  
                  645,671Basic
      earnings per share
                  
                  $
                  0.06
                  
                  
                  $
                  0.04Diluted
      earnings per share
                  
                  $
                  0.05
                  
                  
                  $
                  0.04Weighted
      average number of shares outstandingBasic
                  
                  
                  17,049,000
                  
                  
                  
                  17,049,000Diluted
                  
                  
                  18,862,295
                  
                  
                  
                  17,049,000





See notes
to consolidated financial statements.


7





Jingwei
International Limited and Subsidiaries


Consolidated
Statements of Cash Flows


(Stated
in US Dollars)





Three Months Ended March 31,2010
                  
                  
                  2009(Unaudited,
      Restated)
                  
                  
                  (Unaudited)Cash
      flows from operating activitiesNet
      income
                  
                  $
                  1,020,764
                  
                  
                  $
                  620,698Adjustments
      to reconcile net income to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
                  
                  
                  854,347
                  
                  
                  
                  527,181Share-based
      compensation expense
                  
                  
                  65,235
                  
                  
                  
                  39,303Change
      in operating assets and liabilities:Accounts
      receivable, net
                  
                  
                  (129,522
                  )
                  
                  
                  281,895Other
      receivables, prepayments and deposits, net
                  
                  
                  1,304,404
                  
                  
                  
                  353,547Inventories
                  
                  
                  (2,155,758
                  )
                  
                  
                  390,073Deferred
      tax assets
                  
                  
                  33,722
                  
                  
                  
                  -Accounts
      payable
                  
                  
                  (1,191,341
                  )
                  
                  
                  (830,274
                  )Accruals
      and other payables
                  
                  
                  (104,385
                  )
                  
                  
                  (410,779
                  )Income
      tax payable
                  
                  
                  51,443
                  
                  
                  
                  179,347Net
      cash (used in) provided by operating activities
                  
                  
                  (251,091
                  )
                  
                  
                  1,150,991Cash
      flows from investing activitiesAcquisition
      of property and equipment
                  
                  
                  (152,828
                  )
                  
                  
                  (10,289
                  )Acquisition
      of intangible assets
                  
                  
                  -
                  
                  
                  
                  (3,433
                  )Long-term
      investment
                  
                  
                  -
                  
                  
                  
                  (49,520
                  )Net
      cash used in investing activities
                  
                  
                  (152,828
                  )
                  
                  
                  (63,242
                  )Cash
      flows from financing activitiesRepayment
      of loan from a stockholder
                  
                  
                  -
                  
                  
                  
                  (71,579
                  )Net
      cash used in financing activities
                  
                  
                  -
                  
                  
                  
                  (71,579
                  )Effect
      of foreign currency fluctuation on cash and cash
    equivalents
                  
                  
                  73,271
                  
                  
                  
                  6,883`Net
      (decrease) increase in cash and cash equivalents
                  
                  
                  (330,648
                  )
                  
                  
                  1,023,053Cash
      and cash equivalents - beginning of period
                  
                  
                  10,238,930
                  
                  
                  
                  5,472,408Cash
      and cash equivalents - end of period
                  
                  $
                  9,908,282
                  
                  
                  $
                  6,495,461Cash
      paid during the year for:Income
      tax paid
                  
                  $
                  131,220
                  
                  
                  $
                  175,317Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -





See notes
to consolidated financial statements.


8





Jingwei
International Limited and Subsidiaries


Notes
to Consolidated Financial Statements


(Stated
in US Dollars)


(Unaudited)





Note
1  CORPORATE INFORMATION AND DESCRIPTION OF BUSINESS





Corporation
Information





Jingwei
International Limited (the “Company”) formerly known as Neoview Holdings Inc.
(“Neoview”), was established in Nevada, US on November 17, 2004. In May 2006,
Mr. George (Jianguo) Du, President and Chairman of the board of directors of the
Company, established Jingwei International Investments Limited (“Jingwei BVI”),
a company organized under the laws of the British Virgin Islands (“BVI”) and a
wholly owned subsidiary of the Company. Jingwei BVI has one wholly owned
subsidiary, Jingwei International Investment (HK) Ltd. (“Jingwei HK”), which was
established on October 31, 2006 in HongKong. On February 8, 2007, a wholly owned
subsidiary of Jingwei HK, Jingwei Hengtong Technology (ShenZhen) Co. Ltd
(“Jingwei Hengtong”) was established in People’s Republic of China (“PRC”). On
the same day, Jingwei Hengtong and Shenzhen Jingwei Communication Co., Ltd.
(“Jingwei Communication”), a PRC company, entered into a series of contractual
agreements (“contractual agreements”) for a ten-year term with early termination
in accordance with certain terms of the agreements. Jingwei Hengtong has agreed
to exclusively provide to Jingwei Communication technology consulting services,
and to pay all of the operating costs incurred by Jingwei Communication, in
exchange for all of its income from the business operations. Jingwei Hengtong
also agrees to guarantee Jingwei Communication’s performance of its obligations
under contracts, agreements and transactions between Jingwei Communication and
third party customers. In return, Jingwei Communication had pledged its accounts
receivables and all of its assets to Jingwei Hengtong. The stockholders of
Jingwei Communication have also entered into pledge agreements with Jingwei
Hengtong, pursuant to which they agreed to pledge all their rights and
interests, including voting rights, in favor of Jingwei Hengtong. Finally,
Jingwei Hengtong has the option to acquire the equity interests of the Jingwei
Communication for a purchase price equal to its original purchase price or such
higher price as required under PRC laws at the time of such purchase. Upon the
execution of these agreements, the Company became the primary beneficiary of
Jingwei Communication which was treated as a variable interest entity (“VIE”) of
the Company.





Jingwei
Communication has three subsidiaries, New Yulong Information Technology Co. Ltd.
(“Yulong IT”) of which Jingwei Communication owns 100%, New Yulong Software
Technology Development Co. Ltd. (“Yulong Software”) of which Jingwei
Communication owns 51.89% and Yulong IT owns the other 48.11%, and Jiangsu
Liandong Communication Ltd. ("Jiangsu Liandong") of which Jingwei Communications
owns 100% equity interest. On July 23, 2008, Yulong IT established a 100%-owned
subsidiary, Beijing New Media Advertising Co. Ltd. (“Beijing New Media”). On
April 29, 2009, Yulong IT established a wholly-owned subsidiary, Shenzhen
Xinguochuang Information Technology Company Limited
(“Xinguochuang”).





As the
Company is the primary beneficiary of Jingwei Communication, New Yulong IT, New
Yulong Software, Xinguochuang, Jiangsu Liandong and Beijing New Media which are
qualified as VIEs, the assets and liabilities and revenues and expenses of the
VIEs have been included in the consolidated financial statements. The principal
activities of the VIEs are in the provision of data mining and software
development services. As of March 31, 2010 and for the year ended March 31,
2010, the VIEs had assets of $51.2 million, liabilities of $19.1 million,
revenues of $3.7 million, and operating expenses of $1.6 million. The assets and
liabilities include balances due from and due to the subsidiaries of the
Company. These inter-company receivables and payables are eliminated upon
consolidation of the VIEs with the Company and its subsidiaries. No assets were
pledged or given as collateral against any borrowings.


9





Jingwei
International Limited and Subsidiaries


Notes
to Consolidated Financial Statements


(Stated
in US Dollars)


(Unaudited)


On May
16, 2007, Jingwei BVI entered into a share exchange agreement with Neoview, a
public shell company ("Shellco"), Synergy Business Consulting LLC, a principal
stockholder of Neoview, and the stockholder of Jingwei BVI. Pursuant to the
share exchange agreement, Shellco acquired all of Jingwei BVI’s issued and
outstanding shares from Jingwei BVI’s stockholders in exchange for the issuance
to Jingwei BVI’s stockholders of 11,554,000 shares of Shellco common stock,
constituting 86.4% of Shellco’s outstanding shares of common stock on a
fully-diluted basis. As a result of this transaction, Jingwei BVI became a
wholly-owned subsidiary of Shellco. Under accounting principles generally
accepted in the United States (“US GAAP”), the share exchange is considered to
be a capital transaction in substance, and accounted for as a change in capital
structure resulting from a reverse acquisition. Under reverse takeover
accounting, the post reverse acquisition comparative historical financial
statements of the legal acquirer, Shellco, are those of the legal acquiree,
Jingwei BVI, which is considered to be the accounting acquirer.





Immediately
following the closing of the merger, Shellco consummated a private placement of
3,395,000 units, each consisting of one (1) share of common stock and 0.3 of a
warrant to purchase one (1) share of common stock, for aggregate gross proceeds
of $16,975,000 or $5.00 per unit. In conjunction with this offering, the Company
paid a placement agent cash of $1,188,250, representing 7% of the aggregate
gross proceeds of the offering, and issued the placement agent warrants to
purchase 441,350 shares of its common stock, representing 10% of the total
number of shares sold in the offering, and the warrants to purchase 1,018,500
shares of the Company’s common stock ("Warrant Shares").





Following
the completion of the merger and the offering, the surviving Shellco changed its
name from Neoview to Jingwei International Limited, and had 17,049,000 shares of
common stock outstanding.





Description
of Business





The
Company, its subsidiaries and VIEs are collectively referred to as the
“Group”.





The Group
is one of the leading providers of data mining and interactive marketing and
software services in PRC. The Group's services include market segmentation,
customer trend and churn analysis, fraud detection and direct marketing services
such as telemarketing, direct mailing and wireless value added services. The
Group also operates a software services business, which provides a broad range
of billing systems, provisioning solutions, decision support and customer
relationship management systems for PRC’s leading mobile telecommunication
carriers.





Note
2     SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





a)
            Basis of presentation and
      consolidation





i.
            The
      accompanying unaudited interim consolidated financial statements have been
      prepared in accordance with the accounting policies described in the
      Group’s Form 10-K filed on March 31, 2010 (“2009 Form 10-K”), and
      requirements of Article 8 of Regulation S-X. Accordingly, certain
      information and note disclosures normally included in the Group’s annual
      financial statements prepared in accordance with US generally accepted
      accounting principles (“US GAAP”) have been condensed or omitted. These
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements included in the Group’s 2009 Form
      10-K.




10





Jingwei
International Limited and Subsidiaries


Notes
to Consolidated Financial Statements


(Stated
in US Dollars)


(Unaudited)





In the
opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present a fair statement of consolidated financial
position as of March 31, 2010, and consolidated results of operations, and cash
flows for the three month periods ended March 31, 2010 and 2009, as applicable,
have been made. The interim results of operations are not necessarily indicative
of the operating results for the full fiscal year or any future
periods.





The
Financial Accounting Standards Board (“FASB”) establishes the Accounting
Standards Codification (“ASC”).





ASC 810
Consolidation addresses
financial reporting for entities over which control is achieved through means
other than voting rights. According to requirements, The Company evaluated its
relationship with Jingwei Communication and concluded that Jingwei Communication
is a VIE for accounting purpose, as a result of the contractual arrangements,
which enable the Company to control and to be the primary beneficiary of Jingwei
Communication. Accordingly, the Company adopted the provisions of ASC 810 Consolidation and
consolidated Jingwei Communication. All significant inter-company accounts and
transactions have been eliminated in consolidation.





The
Company used the purchase method to consolidate Jingwei Communication, with the
current assets and liabilities recorded at fair value which approximated their
historic book value on January 31, 2007, the effective date (“effective date”)
of the contractual agreements. The fair value of the acquired net assets of
Jingwei Communication was $6,566,914 on the effective date, after eliminated all
the intercompany transaction and balances, and was recognized as noncontrolling
interest on the consolidated balance sheet. The noncontrolling interest changes
only for translation adjustments since 100% of all income and losses are
allocated to the Company in accordance with the contractual agreements and there
are no dividend distributions to noncontrolling interest. The noncontrolling
interest was amounted to $7,479,410 and $7,478,207 as of March 31, 2010 and
December 31, 2009, respectively.





ii.
            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 consolidated financial statements for the quarter ended March 31, 2010
contained in the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2010, as filed with the Securities and Exchange Commission,
should no longer be relied upon by investors. This amendment is filed to reflect
revisions only to the Company’s accounting for the intangibles acquired from
Shenzhen Newway Digital S&T Co., LTD (“Newway”), as well as the
classification of contingently issuable shares as a part of the consideration
paid in the same transaction.





Effective on
July 1, 2009, the Company and its wholly owned subsidiary, Shenzhen
Xinguochuang Information Technology Co., Ltd. (“Xinguo Chuang”) acquired the
value-added service related sales channel, product know-how and technological
achievements from Shenzhen Newway Digital S&T Co., Ltd.(“Newway”). In
exchange, the Company agreed to pay Newway an acquisition fee of $6.6 million
(RMB 45.0 million) in the forms of both cash and shares. After an initial
cash payment of $3.3 million (RMB 22.5 million) in the third quarter of 2009, a
fixed number of shares worth $3.3 million (RMB 22.5 million) with fair value of
$1 each on acquisition date are to be granted to Newway upon satisfaction of
meeting net income targets at the one year anniversary. Due to difficulties in
interpreting the original agreement, the financial staff misinterpreted several
provisions relating to consideration. After an internal review and a
confirmation with Newway, management has identified the following errors related
to accounting for this acquisition:


11





1)
            Initial measurement of intangible
      assets





The
intangible assets are now measured to be $6.6 million (RMB 45 million) by the
amount of cash paid, plus the cost of total equity interests to be issued based
on their fair value on acquisition date, as defined in FASB Accounting Standards
Codification (“ASC”) 350-30-30-2.





In the
consolidated financial statements for the fiscal year ended December 31,
2009 contained in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2009, the initial value of the intangible assets
was improperly measured to be $6.1 million (RMB 41.7 million).  As a
part of the purchase consideration, the contingently issuable shares were
believed to have a fixed monetary value of $3.3 million (RMB 22.5 million) with
the number of shares determined by dividing the total amount into market price
at the time of distribution of the shares. As a result, these shares were
classified as a non-current liability and a discount for the time value of two
years had been applied, thus understating the value of intangible
assets.





Management
has also assessed that it is more likely than not that the tax basis of the
intangible assets acquired is zero, with supporting documents gathered on hand
at present, therefore determined to apply the simultaneous equations method to
record the assigned value of the asset and the related deferred tax liability to
be $0.8 million (RMB 5.5 million).





Therefore
the total value of the intangible assets acquired is measured to be $7.4 million
(RMB 50.5 million).





Accordingly,
the periodic amortization of the intangible assets acquired must also be
adjusted higher.





2)
            Classification of equity
      interests paid





As
discussed above, a fixed number of shares determinable on the acquisition date
will be issued at one year anniversary, as compared to the misunderstanding that
a fixed moneratry value of obligation would have to be settled at a variable
number of shares.  As an industry insider, the Company believed that the
performance target in the first year after acquisition would be achieved without
much difficulty.  Even so, the contingent share payment arrangement was
made partly to ensure that Newway would abide by the terms of the agreement
including the non-compete clause and not harm the business results. In case
of underperformance by the acquired assets, shares to be granted will be cut by
half or completely as a penalty.  Therefore, the monetary benefits that the
Newway parties will receive vary predominantly with the share price of
the Company. The Company meant to bring in an industry player like Newway as a
significant shareholder, and align Newway’s long term interest with the existing
shareholders.  In view of the business intent, the management
concluded that the contingently issuable shares should be recorded under equity,
with the auditor’ consent.





3)
            Dilutive
      effect of the contigently issuable
shares





With the
contingently issuable shares reported under non-current liabilities, the Company
has not considered whether these shares were outstanding at the end of each
reporting period since the third quarter of 2009, and whether to include them in
computation of the basic EPS or diluted EPS.  After confirming with
Newway, the management has calculated the revenue and net income contributions
from the acquired asset by quarter. Accordingly, the management has considered
shares outstanding upon satisfaction of net income conditions, and included in
the computation of quarterly diluted EPS.


12





The
following tables set forth the financial impacts of the restatement on the
Company.




Consolidated Balance Sheet
                                
                                As of March 31, 2010(in $)
                                
                                As Previously Reported
                                
                                
                                Adjustment
                                
                                
                                As RestatedASSETSCurrent
      assetsCash
      and cash equivalents
                                
                                $
                                9,908,282
                                
                                
                                
                                
                                
                                $
                                9,908,282Inventories
                                
                                
                                4,471,802
                                
                                
                                
                                
                                
                                
                                4,471,802Accounts
      receivable, less allowance for doubtful accounts of $972,500 and
      $1,266,293, respectively
                                
                                
                                23,586,226
                                
                                
                                
                                
                                
                                
                                23,586,226Other
      receivables, prepayments and deposits, less allowance for doubtful
      accounts of $175,740 and $175,712, respectively
                                
                                
                                1,914,575
                                
                                
                                
                                
                                
                                
                                1,914,575Deferred
      tax assets
                                
                                
                                224,115
                                
                                
                                
                                
                                
                                
                                224,115Total
      current assets
                                
                                
                                40,105,000
                                
                                
                                
                                
                                
                                
                                
                                40,105,000Non-current
      assetsProperty
      and equipment, net
                                
                                
                                1,445,278
                                
                                
                                
                                
                                
                                
                                
                                1,445,278Intangible
      assets, net
                                
                                
                                15,521,949
                                
                                
                                
                                1,109,082
                                
                                
                                
                                16,631,031Long-term
      investment
                                
                                
                                1,737,833
                                
                                
                                
                                
                                
                                
                                
                                1,737,833Total
      non-current assets
                                
                                
                                18,705,060
                                
                                
                                
                                1,109,082
                                
                                
                                
                                19,814,142Total
      assets
                                
                                $
                                58,810,060
                                
                                
                                $
                                1,109,082
                                
                                
                                $
                                59,919,142Current
      liabilitiesAccounts
      payable
                                
                                $
                                2,961,446
                                
                                
                                
                                
                                
                                
                                $
                                2,961,446Accruals
      and other payables
                                
                                
                                1,175,089
                                
                                
                                
                                
                                
                                
                                
                                1,175,089Income
      tax payable
                                
                                
                                1,770,229
                                
                                
                                
                                
                                
                                
                                
                                1,770,229Loan
      from a stockholder
                                
                                
                                369,462
                                
                                
                                
                                
                                
                                
                                
                                369,462Total
      current liabilities
                                
                                
                                6,276,226
                                
                                
                                
                                
                                
                                
                                
                                6,276,226Non-current
      liabilitiesOther
      liabilities
                                
                                
                                2,990,832
                                
                                
                                
                                -2,990,832
                                
                                
                                
                                0Deferred
      tax liability, non-current
                                
                                
                                
                                
                                
                                
                                803,371
                                
                                
                                
                                803,371Total
      liabilities
                                
                                
                                9,267,058
                                
                                
                                
                                -2,187,461
                                
                                
                                
                                7,079,597EquityCommon
      stock, $0.001 par value; 75,000,000 shares authorized, 17,049,000 shares
      issued and outstanding
                                
                                
                                17,049
                                
                                
                                
                                
                                
                                
                                
                                17,049Additional
      paid-in capital
                                
                                
                                15,708,374
                                
                                
                                
                                3,287,167
                                
                                
                                
                                18,995,541Statutory
      and other reserves
                                
                                
                                2,916,292
                                
                                
                                
                                
                                
                                
                                
                                2,916,292Retained
      earnings
                                
                                
                                20,753,968
                                
                                
                                
                                5,190
                                
                                
                                
                                20,759,158Accumulated
      other comprehensive income
                                
                                
                                2,667,909
                                
                                
                                
                                4,186
                                
                                
                                
                                2,672,095Total
      Company’s stockholders' equity
                                
                                
                                42,063,592
                                
                                
                                
                                3,296,543
                                
                                
                                
                                45,360,135Noncontrolling
      interest
                                
                                
                                7,479,410
                                
                                
                                
                                
                                
                                
                                
                                7,479,410Total
      equity
                                
                                
                                49,543,002
                                
                                
                                
                                3,296,543
                                
                                
                                
                                52,839,545Total
      liabilities and equity
                                
                                $
                                58,810,060
                                
                                
                                $
                                1,109,082
                                
                                
                                $
                                59,919,142




13




Consolidated
      Statements of Operations and Comprehensive Income
                                      
                                      For
      three months ended March 31, 2010(in
      $)
                                      
                                      As
      Previously Reported
                                      
                                      
                                      Adjustment
                                      
                                      
                                      As
      RestatedSales
                                      
                                      $
                                      5,119,752
                                      
                                      
                                      
                                      
                                      
                                      $
                                      5,119,752Cost
      of sales
                                      
                                      
                                      2,421,935
                                      
                                      
                                      
                                      58,373
                                      
                                      
                                      
                                      2,480,308Gross
      margin
                                      
                                      
                                      2,697,817
                                      
                                      
                                      
                                      (58,373
                                      )
                                      
                                      
                                      2,639,444Operating
      expensesSelling,
      general and administrative expenses
                                      
                                      
                                      1,013,875
                                      
                                      
                                      
                                      (60,104
                                      )
                                      
                                      
                                      953,771Research
      and development costs
                                      
                                      
                                      733,202
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      733,2021,747,077
                                      
                                      
                                      
                                      (60,104
                                      )
                                      
                                      
                                      1,686,973Income
      from operations
                                      
                                      
                                      950,740
                                      
                                      
                                      
                                      1,731
                                      
                                      
                                      
                                      952,471Other
      income (expense)Subsidy
      income
                                      
                                      
                                      309,249
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      309,249Interest
      income
                                      
                                      
                                      23,008
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      23,008Interest
      expense
                                      
                                      
                                      (1,728
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (1,728
                                      )Other
      expense
                                      
                                      
                                      (46,105
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (46,105
                                      )284,424
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      284,424Income
      before income taxes
                                      
                                      
                                      1,235,164
                                      
                                      
                                      
                                      1,731
                                      
                                      
                                      
                                      1,236,895Income
      tax expense
                                      
                                      
                                      216,131
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      216,131Net
      income
                                      
                                      
                                      1,019,033
                                      
                                      
                                      
                                      1,731
                                      
                                      
                                      
                                      1,020,764Less:
      net income attributable to noncontrolling interest
                                      
                                      
                                      -
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -Net
      income attributable to the
Company’s stockholders
                                      
                                      
                                      1,019,033
                                      
                                      
                                      
                                      1,731
                                      
                                      
                                      
                                      1,020,764Foreign
      currency translation adjustment
                                      
                                      
                                      13,359
                                      
                                      
                                      
                                      4,186
                                      
                                      
                                      
                                      17,545Comprehensive
      income
                                      
                                      $
                                      1,032,392
                                      
                                      
                                      $
                                      5,917
                                      
                                      
                                      $
                                      1,038,309Comprehensive
      income attributable to noncontrolling interest
                                      
                                      
                                      1,203
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      1,203Comprehensive income
      attributable to the Company’s stockholders
                                      
                                      
                                      1,031,189
                                      
                                      
                                      
                                      5,917
                                      
                                      
                                      
                                      1,037,106Basic
      earnings per share
                                      
                                      $
                                      0.06
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      0.06Diluted
      earnings per share
                                      
                                      $
                                      0.06
                                      
                                      
                                      $
                                      (0.01
                                      )
                                      
                                      $
                                      0.05Weighted
      average number of shares outstandingBasic
                                      
                                      
                                      17,049,000
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      17,049,000Diluted
                                      
                                      
                                      17,218,712
                                      
                                      
                                      
                                      1,643,583
                                      
                                      
                                      
                                      18,862,295




14





Consolidated Statements of Cash Flow
                                          
                                          For three months ended March 31, 2010(in $)
                                          
                                          As Previously Reported
                                          
                                          
                                          Adjustment
                                          
                                          
                                          As RestatedCash
      flows from operating activitiesNet
      income
                                          
                                          $
                                          1,019,033
                                          
                                          
                                          $
                                          1,731
                                          
                                          
                                          $
                                          1,020,764Adjustments
      to reconcile net income to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
                                          
                                          
                                          856,078
                                          
                                          
                                          
                                          (1,731
                                          )
                                          
                                          
                                          854,347Share-based
      compensation expense
                                          
                                          
                                          65,235
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          65,235Change
      in operating assets and liabilities:Accounts
      receivable, net
                                          
                                          
                                          (129,522
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (129,522
                                          )Other
      receivables, prepayments and deposits, net
                                          
                                          
                                          1,304,404
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          1,304,404Inventories
                                          
                                          
                                          (2,155,758
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,155,758
                                          )Deferred
      tax assets
                                          
                                          
                                          33,722
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          33,722Accounts
      payable
                                          
                                          
                                          (1,191,341
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (1,191,341
                                          )Accruals
      and other payables
                                          
                                          
                                          (104,385
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (104,385
                                          )Income
      tax payable
                                          
                                          
                                          51,443
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          51,443Net
      cash (used in) provided by operating activities
                                          
                                          
                                          (251,091
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (251,091
                                          )Cash
      flows from investing activitiesAcquisition
      of property and equipment
                                          
                                          
                                          (152,828
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (152,828
                                          )Acquisition
      of intangible assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Long-term
      investment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Net
      cash used in investing activities
                                          
                                          
                                          (152,828
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (152,828
                                          )Cash
      flows from financing activitiesRepayment
      of loan from a stockholder
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Net
      cash used in financing activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Effect
      of foreign currency fluctuation on cash and cash
    equivalents
                                          
                                          
                                          73,271
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          73,271Net
      (decrease) increase in cash and cash equivalents
                                          
                                          
                                          (330,648
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (330,648
                                          )Cash
      and cash equivalents - beginning of period
                                          
                                          
                                          10,238,930
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          10,238,930Cash
      and cash equivalents - end of period
                                          
                                          $
                                          9,908,282
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          9,908,282Cash
      paid during the year for:Income
      tax paid
                                          
                                          $
                                          131,220
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          131,220Interest
      paid
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          -Supplemental
      Disclosure of Non-cash Investing ActivitiesTransfer
      of prepayment to intangible assets
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          -


15





b)      Use of estimates





In
preparing financial statements in conformity with US GAAP, management makes
estimates and assumptions that affect the amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the dates of the financial
statements, as well as the amounts of revenues and expenses during the period
ended March 31, 2010 and 2009. Actual results could differ from those
estimates.





c)      Fair value of financial
instruments





The
carrying values of the Group’s financial instruments, including cash and cash
equivalents, accounts receivable, other receivables, prepayments and deposits,
account payable, accruals and other payables, and loan from a stockholder
approximate their fair values due to the short-term maturity of such
instruments.





d)      Recently enacted accounting
standards





In April
2010, FASB issued Accounting Standards Update (“ASU”) No. 2010-13, “Compensation-Stock Compensation
(Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment
Award in the Currency of the Market in Which the Underlying Equity Security
Trades”a consensus of the FASB Emerging Issues Task Force. The update affects entities
that issue employee share-based payment awards with an exercise price
denominated in the currency of a market in which a substantial portion of the
entity’s equity securities trades that differs from the functional currency of
the employer entity or payroll currency of the employee. The update is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2010. Earlier application is permitted. Management is
currently evaluating the impact of adopting this update on the Company’s
consolidated financial statements.





In
February 2010, FASB issued ASU No. 2010-09 (“ASC Topic 855”) which removes
the requirement for an SEC filer to disclose a date in both issued and revised
financial statements. This amendment shall be applied prospectively for interim
or annual financial periods ending after June 15, 2010. Management does not
believe the adoption will have a material effect on the Group’s consolidated
financial statements.





Since the
filing of 2009 Form 10-K, the FASB issued ASU No. 2010-12 through No. 2010-18.
These ASUs, except for No. 2010-13, entail technical corrections to existing
guidance or affect guidance related to specialized industries or entities and
therefore have minimal, if any, impact on the Group.





Note
3     ACCOUNTS RECEIVABLE





March 31,
                      2010
                      (Unaudited)
                    
                    
                    December 31,
                      2009Accounts
      receivable
                    
                    $
                    24,558,726
                    
                    
                    $
                    24,722,997Less: allowance for doubtful
      debts
                    
                    
                    972,500
                    
                    
                    
                    1,266,293$
                    23,586,226
                    
                    
                    $
                    23,456,704


16





Note
4     INVENTORIES





At March
31, 2010 and December 31, 2009, inventories consist of:





March 31,
                    2010
                    (Unaudited)
                  
                  
                  December 31,
                    2009Project costs
                  
                  $
                  3,642,332
                  
                  
                  $
                  2,271,943Others
                  
                  
                  829,470
                  
                  
                  
                  44,100$
                  4,471,802
                  
                  
                  $
                  2,316,043





Note
5     INTANGIBLE ASSETS, NET





The
breakdown of the intangible asset balance as of March 31, 2010 and December 31,
2009 as well as related amortization period for each asset class is as
follows:





Cost
                    
                    March 31, 2010
                      (Unaudited,
      Restated)
                    
                    
                    December 31, 2009

                        (Restated)
                    
                    Amortization
                      PeriodDatabase
                    
                    $
                    14,494,371
                    
                    
                    $
                    14,492,880
                    
                    8
      yearsStrategic
      alliance
                    
                    
                    7,069,663
                    
                    
                    
                    7,068,463
                    
                    5.5
      yearsNon-compete
      agreement
                    
                    
                    316,409
                    
                    
                    
                    316,358
                    
                    2
      yearsSoftware
                    
                    
                    200,837
                    
                    
                    
                    200,837
                    
                    8
      years22,081,280
                    
                    
                    
                    22,078,538Less:
      accumulated amortization
                    
                    
                    5,450,249
                    
                    
                    
                    4,627,846$
                    16,631,031
                    
                    
                    $
                    17,450,692





Intangible
assets represent acquired databases, strategic alliance, non-compete agreement
and software. Amortization expense for the three months ended March 31, 2010 and
2009 was $822,322 and $448,166, respectively.





Note
6     INCOME TAX EXPENSE





United
States





Jingwei
International Limited is subject to the United States of America Tax law at tax
rate of 34%. No provision for the US federal income taxes has been made as the
Company had no US taxable income for the quarter ended March 31, 2010 and 2009,
and believes that its earnings are permanently invested in PRC.





BVI





Jingwei
BVI was incorporated in the BVI and, under the current laws of the BVI, it is
not subject to income taxes.





Hong
Kong





Jingwei
HK was incorporated in Hong Kong and is subject to Hong Kong profits tax.
The Company is subject to Hong Kong taxation on its activities conducted in Hong
Kong and income arising in or derived from Hong Kong. The applicable
statutory tax rate is 16.5%.


17


PRC





The
applicable income tax rate for the Group’s PRC operating companies, Yulong IT,
Yulong Software, Jingwei Hengtong, Jingwei Communication, Beijing New Media,
Xinguochuang and Jiangsu Liandong, are described as follows: Yulong IT and
Yulong Software are qualified as high-tech software enterprises and entitled to
a preferential income tax rate of 15% and 22% respectively in 2010. Jingwei
Hengtong, Jingwei Communication and Jiangsu Liandong were subject to 25% income
tax rate in 2010. Beijing New Media as a small business taxpayer and taxed on a
deemed basis, i.e. 2.5% of its reported total revenue, due to its small business
status. In April 2010, State Tax Bureau approved Xinguochuang for its
application for preferential enterprise income tax treatment, which exempted the
entity from income tax for two years beginning with its first year of profitable
operations, and entitled it to a 50% tax reduction to 12.5% for the subsequent
three years and 25% thereafter.





During
the three months ended March 31, 2010, the Group recognized an income tax
expense of $0.22 million on pretax income of $1.24 million, representing an
effective income tax rate of 17.5%, as compared to an income tax expense of
$0.35 million on a pretax income of $0.98 million, representing an effective
income tax rate of 36.4% for the same period in 2009. The much higher effective
tax rate in the first quarter of 2009 was primarily the result of an adjustment
in income tax expense to reflect the impact of a hike in enterprise income tax
rate on the Group’s deferred tax liability.





Note
7     SHARE-BASED COMPENSATION





On May
21, 2008, The Company adopted Jingwei International Limited 2008 Omnibus
Securities and IncentivePlan(the “Plan”). The Plan
provides for the granting of Distribution Equivalent Rights, Incentive Stock
Options, Non-Qualified Stock Options, Performance Share Awards, Restricted Stock
Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights,
Unrestricted Stock Awards or any combination of the foregoing, as may be best
suited to the circumstances of the particular employee, director or consultant
as provided herein.





On April
16, 2008 the Company granted total of 44 key employees of the Company, options
to purchase a total of 260,400 shares of the Company’s common stock at a strike
price equal to US$4.95 and vested equally in four years with 65,100 shares in
each year. The contractual term is 10 years and it is non-transferable. Based on
the Black-Scholes option pricing model, the options were valued at $2.278 per
unit with an assumed 80.20% volatility, 6.25 years term for the options, a risk
free rate of 3.27% and a dividend yield of 0%.  As of March 31, 2010,
a total of 103,300 options have been forfeited.





On June
12, 2008 the Company granted to Strategic Growth International, Inc (“SGI”)
options to purchase a total of 150,000 shares of the Company’s common stock at a
premium strike price of US$7.00 per share as part of the compensation for
investor relations service (the “service”). The contractual term is 5 years and
it is non-transferable; however, hedging is not prohibited. The options were
valued at $2.669 per unit using the Black-Scholes option-pricing model with an
assumed 70.10% volatility, a five year term for the options, a risk free rate of
3.715% and a dividend yield of 0%. These options vest in 4 quarterly
installments in equal amount of 25,000 beginning with the date of the grant and
the balance of 50,000 vesting on June 5, 2009. The consulting expense for the
service is recognized on a straight-line basis over the one year period of the
related consulting contract. On October 5, 2008 the company terminated the
service of SGI. Upon the termination of the service, pursuant to Section 4 of
the option agreement, the Company rescinded 117,000 options granted to SGI
pursuant to the terms of the Agreement. Correspondingly, pursuant to Section 5
of the option agreement and Section 6.3 of the Plan, the Option Agreement
hereinafter represents the right to purchase 33,000 Shares on the terms and
conditions contained therein.





On
September 29, 2009 the Company granted to Rick Luk, the CEO of the Company,
options to purchase a total of 200,000 shares of the Company’s common stock at a
strike price equal to the greater of fair market value of the stock at grant
date or US$1.64 to be vested quarterly over three years. The contractual term is
10 years. Based on the Black-Scholes option pricing model, the options were
valued at $0.883 per unit.


18





On
November 5, 2009 the Company decided to grant to ToneTat Investment Limited
(“ToneTat”) options to purchase a total of 500,000 shares of the Company’s
common stock at a premium strike price of $2.10 per share as part of the
compensation for investor relations service. Among the total 500,000 options,
100,000 option were immediately vested and exercisable as of November 5, 2009;
another 100,000 shares become vested and exercisable upon ToneTat’s satisfactory
completion of six months of services for the Company pursuant to the terms of
the Consulting Services Agreement entered into as of November 5, 2009; the
remaining 300,000 shares become vested and exercisable solely if and when the
common stock is successfully listed on NASDAQ by no later than November 5, 2010.
The contractual term is 3 years and it is non-transferable. The options were
valued at $0.76 per unit using the Black-Scholes option-pricing
model.





On
February 23, 2010 the Company granted to Yong Xu, the CFO of the Company,
options to purchase a total of 150,000 shares of the Company’s common stock at a
strike price equal to the greater of fair market value of the stock at grant
date or $2.05 to be vested over two years. The contractual term is 10 years.
Based on the Black-Scholes option pricing model, the options were valued at
$1.21 per unit.





The
Company has accounted for share-based compensation expense, based on the grant
date fair values of the awards. Estimates of fair value are not intended to
predict actual future events or the value that ultimately will be realized by
employees who receive equity awards, and subsequent events are not indicative of
the reasonableness of the original estimates of fair value made by the Company
for accounting purposes.





For the
three months ended March 31, 2010 and 2009, total share-based compensation
expense recognized for options under the Plan was $65,235 and $39,303
respectively.





The
following table summarizes all Company stock option and warrant transactions for
the three months ended March 31, 2010:





Number of
                    options and
                    warrants
                  
                  
                  Weight
                    average
                    exercise price
                  
                  
                  Weight average
                    remaining contractual
                    life (Years)Outstanding, January 1,
      2010
                  
                  
                  2,053,250
                  
                  
                  $
                  5.27
                  
                  
                  
                  3.21Granted
                  
                  
                  150,000
                  
                  
                  $
                  2.05
                  
                  
                  
                  9.92Forfeited
                  
                  
                  (103,300
                  )
                  
                  $
                  4.95
                  
                  
                  
                  8.08Outstanding, March 31,
      2010
                  
                  
                  2,099,950
                  
                  
                  $
                  5.05
                  
                  
                  
                  3.20





Exercisable
options and warrants as of March 31, 2010:





Range of exercise
                        prices
                      
                      Number outstanding
                        currently exercisable as
                        of March 31, 2010
                      
                      
                      Weighted average
                        remaining
                        contractual life
                        (years)
                      
                      
                      Weighted average
                        exercise price of
                        options currently
                        exercisable$1.64-$7.00
                      
                      
                      1,771,440
                      
                      
                      
                      2.07
                      
                      
                      $
                      5.52





Note
8  BASIC AND DILUTED EARNINGS PER SHARE





Basic net
income per share is computed using the weighted average number of common shares
outstanding during the period. Diluted net income per share is computed using
the weighted average number of common shares and, if dilutive, potential common
shares outstanding during the period. Potential common shares comprise shares
issuable upon the exercise of share based awards, using the treasury stock
method. The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for income from continuing operations is shown as
follows:


19





Three Months Ended March31,2010
                        (Unaudited,
      Restated)
                      
                      
                      2009
                        (Unaudited)Numerator for basic and diluted
      earnings per share:Net income
                      
                      $
                      1,020,764
                      
                      
                      $
                      620,698Denominator for basic earnings
      per share—weighted average shares outstanding
                      
                      
                      17,049,000
                      
                      
                      
                      17,049,000Dilutive effect of stock-based
      compensation plan
                      
                      
                      169,712
                      
                      
                      
                      -Dilutive effect of contingenly
      issuable shares
                      
                      
                      1,643,583
                      
                      
                      
                      -Denominator for diluted earnings
      per share
                      
                      
                      18,862,295
                      
                      
                      
                      17,049,000Basic earnings per share
                      
                      $
                      0.06
                      
                      
                      $
                      0.04Diluted earnings per share
                      
                      $
                      0.05
                      
                      
                      $
                      0.04





Options
and warrants to purchase 2,099,950 shares of common stock at an average price
$5.05 per share were outstanding during the three months ended March 31, 2010,
but options and warrants to acquire 1,649,950 shares of common stock were not
included in the computation of diluted EPS because the options’ exercise price
was greater than the average market price of the common shares. These options
and warrants were still outstanding as of March 31, 2010. Regarding the dilutive
effect of contingently issuable shares, please refer to our detailed discussion
in Note 2 (ii) Restatement of Previously Issued Financial Statement for more
information.





Note
9     SEGMENT INFORMATION





The
Company has two reportable segments based on the type of services provided, data
mining services, and software and system services. Information for the segments
for the three months ended March 31, 2010 and 2009 in accordance with ASC 280
Segment Reporting is
shown as follows.




Three Months Ended March
31,2010
                  
                  
                  2009Data mining
                    Services

                      (Unaudited
      ,Restated)
                  
                  
                  Software
                    Services
                    (Unaudited,
      Restated)
                  
                  
                  Total
                    (Unaudited,
      Restated)
                  
                  
                  Data mining
                    Services
                  
                  
                  Software
                    Services
                  
                  
                  Total
                    (Unaudited)Net revenue
                  
                  $
                  3,070,132
                  
                  
                  $
                  2,049,620
                  
                  
                  $
                  5,119,752
                  
                  
                  $
                  2,189,696
                  
                  
                  $
                  1,754,022
                  
                  
                  $
                  3,943,718Gross margin
                  
                  
                  1,270,251
                  
                  
                  
                  1,369,193
                  
                  
                  
                  2,639,444
                  
                  
                  
                  988,257
                  
                  
                  
                  533,155
                  
                  
                  
                  1,521,412Net income
                  
                  
                  520,819
                  
                  
                  
                  499,945
                  
                  
                  
                  1,020,764
                  
                  
                  
                  403,184
                  
                  
                  
                  217,514
                  
                  
                  
                  620,698Segment assets
                  
                  
                  42,450,598
                  
                  
                  
                  17,468,544
                  
                  
                  
                  59,919,142
                  
                  
                  
                  34,599,731
                  
                  
                  
                  11,815,819
                  
                  
                  
                  46,415,550Depreciation and
      amortization
                  
                  
                  818,872
                  
                  
                  
                  35,475
                  
                  
                  
                  854,347
                  
                  
                  
                  491,757
                  
                  
                  
                  35,424
                  
                  
                  
                  527,181Expenditure for segment
      assets
                  
                  $
                  152,828
                  
                  
                  $
                  -
                  
                  
                  $
                  152,828
                  
                  
                  $
                  13,720
                  
                  
                  $
                  -
                  
                  
                  $
                  13,720





There is
no inter-segment revenue. Segment assets include property and equipment and
intangible assets.





Note
10   COMMITMENT AND CONTINGENCY





Lease
Commitment


20





Future
minimum lease payments under non-cancellable operating leases as of March 31,
2010 are as follows:





Within 1 year
                  
                  $
                  162,478Within 1-2 years
                  
                  
                  144,714Within 2-3 years
                  
                  
                  131,759Thereafter
                  
                  
                  10,980$
                  449,931





Other
contractual obligations





On
February 29, 2008, New Yulong IT engaged the Research Institute of Tsinghua
University (“Research Institute”) to conduct a multi-year research and
development joint project for a total consideration of RMB7.0 million
($1,023,811). However, due to key personnel changes at the Research Institute,
there had been little to no progress in 2009 and the project had been on hold
and the agreement was effectively cancelled in accordance with the default
clause in the agreement. As of March 31, 2010, RMB500,000 ($73,129) has been
paid, and there is no further payment obligation to the Research Institute in
accordance with the default clause for project termination in the original
agreement.





Legal
matter





On
September 5, 2008, Beijing New Media provided a short-term loan of RMB2.0
million ($292,255) at zero interest rate to Shanghai Jujun Infotech Limited
(“Jujun”), with its majority shareholder and Chairman Jerry Yu providing
personal guarantee, for its general business development. In 2009, Jujun paid
back only RMB300,000 ($43,988) but defaulted on the rest. On November 10, 2009,
the Company submitted the dispute over RMB1.7 million ($249,267) to Shenzhen
Arbitration Commission for arbitration against Jujun and Jerry Yu. For the above
legal matter, no contingent reserve has been recorded in the balance sheets as
such potential losses are not deemed estimable.





NOTE
11  SUBSEQUENT EVENTS





As of May
17, 2010, the Company did not have significant subsequent
event.


21


Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.





The
following Management’s Discussion and Analysis (“MD&A”) is intended to help
the reader understand the results of operations and financial conditions of
Jingwei International Limited (the “Company”). Throughout this document,
references to “we,” “our,” “the Group” or “Jingwei” refer to Jingwei
International Limited and its subsidiaries and VIEs. MD&A should be read in
conjunction with our interim consolidated financial statements and the
accompanying notes, and the other financial information included in this
report.





NOTE
REGARDING FORWARD-LOOKING STATEMENTS





This
filing contains forward-looking statements. The words “anticipated,” “believe,”
“expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may” and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties, including the matters
set forth in this report or other reports or documents we file with the
Securities and Exchange Commission (“SEC”) from time to time, which could cause
actual results or outcomes to differ materially from those projected. Undue
reliance should not be placed on these forward-looking statements, which speak
only as of the date hereof. We undertake no obligation to update these
forward-looking statements.





Business
Overview





Jingwei
has evolved from the conventional data mining and customer relationship
marketing services business to become a leading provider of data mining and
interactive marketing and software services in the People’s Republic of China
(the “PRC” or “China”). With a customer database of about 400 million Chinese
consumers, we enable leading multinational and Chinese companies to reach their
target audience. Currently, we operate two business segments in China: data
mining and software services.





In the
data mining segment, we offer a rich portfolio of business intelligence and
interactive marketing services powered by our proprietary consumer database and
the software tools we developed over the years. Our services include market
segmentation, customer trend and churn analysis, fraud detection and a range of
interactive marketing and advertising services such as telemarketing, direct
mailing, mobile advertising, mobile value-added services (“MVAS”) and mobile
application solutions. In the Software Services segment, we provide a broad
range of billing systems, provisioning solutions, decision support and customer
relationship management systems for China’s leading telecommunication carriers.
The software services business complements and strengthens sales opportunities
for our high margin data mining and interactive marketing services platform,
which not only allows us to enhance our customer database, it also provides
useful tools to allow us to leverage the telecom resources to provide
comprehensive multi-media marketing and advertising delivery channels to reach
the target consumers for our corporate customers.





We have
been investing heavily in research and development in data mining tools to
enable the Group to cross reference different sources for its vast data. We
continue to expand our product offerings as well as create innovative data
mining software tools to enhance our service offerings to support database
marketing and interactive marketing for our clients. In addition, to capitalize
on the burgeoning growth of mobile applications and consumers spending, we are
developing smart interactive mobile value-added services as well as enhancing
our interactive marketing platform to support mobile internet marketing and
application solutions for our clients to provide high value services to business
enterprises and the consumers.





The
primary geographic focus of our operations is in China including Hong Kong
Special Administrative Region (“Hong Kong” or “HK”), where we derive all of our
sales. We conduct our business operations through Jingwei Hengtong Technology
(ShenZhen) Co. Ltd (“Jingwei Hengtong”), a wholly-owned subsidiary company that
became the primary beneficiary of Shenzhen Jingwei Communication Co., Ltd.
(“Jingwei Communication”) via various contractual agreements. Jingwei
Communication has three subsidiaries: New Yulong Information Technology Co. Ltd
(“Yulong IT”), New Yulong Software Technology Development Co. Ltd (“Yulong
Software”) and Jiangsu Liandong Communication Ltd. ("Jiangsu Liandong"). In
addition, Yulong IT wholly owns two subsidiaries: Beijing New Media Advertising
Co. Ltd. (“Beijing New Media”) and Shenzhen Xinguochuang Information Technology
Company Limited (“Xinguochuang”).


22





We
believe our future growth is in the broad adoption of our data mining and
interactive marketing service as well as mobile Internet solutions across
various business segments by leveraging our resourceful consumer database to
provide target marketing for domestic and multinational companies who want to
carve out a burgeoning consumer market in China. In order to cement our
leadership position in data mining and interactive marketing, we will need to
continuously refresh, update and increase the number of profiles of our consumer
database, enhance our data mining and interactive marketing infrastructure
including the addition of new hardware and software capabilities as well as
expanding our web-enabled call center operations to multiple
cities.





Business
Outlook and Other Recent Developments





Riding on
the momentum established in the last two quarters, the Company delivered strong
performance in the first quarter of 2010 in both sales and earnings compared to
the same period last year.  In data mining, the strategic business
partnering agreement with Shenzhen Newway Digital S&T Co., Ltd. in 2009 has
helped the Group expand its product offering into 3G related value-added
services (“VAS”) and there was strong demand in the last quarter for its bundled
mobile VAS solutions.





In
software services, we have seen increasing demand for our software services in
the telecom sector as operators are expanding their deployment of internet
protocol TV (“IPTV”) and digital TV (“DTV”) network nationwide. In addition,
there is also demand for new management support systems to support the
infrastructure and network buildup. We expect this trend to continue to
contribute to the sales and earnings growth of the software service through
2010.





In the
quarter, the Group has finalized an agreement with our strategic partner to
design and develop an “APP Store” application for a major telecom operator for
pilot trial in March in Sichuan province. This pilot system was deployed in
March and is now in acceptance and trial stage. In April 2010, the Group also
successfully worked with a second major telecom carrier on an APP store
application. We are now in the final stage of our negotiation for a pending
contract and we expect we will be able to launch a second system for pilot trial
in Shanghai in the second half of 2010.





In the
data mining segment, the Group successfully opened a call center in Jiangsu
Province in the first quarter of 2010.  This is deployed as an
outsourced “e-Contact” center with integrated telemarketing and customer support
capabilities to support the business promotion and customer care programs for
the telecom operators nationwide. We expect to see more significant sales
contributions from this business area in the second half of 2010. To support the
growth of our business in interactive marketing, we plan to make major capital
investment in capbability enhancement and building up more call centers across
the country in 2010.


23


RESULTS
OF OPERATIONS





Sales





Three Months Ended March 312010
                          
                          
                          2009
                          
                          
                          % Change(In thousands, except percentages)(Unaudited)
                          
                          
                          % of sales
                          
                          
                          (Unaudited)
                          
                          
                          % of salesSales:Data
      mining
                          
                          $
                          3,070
                          
                          
                          
                          60
                          %
                          
                          $
                          2,190
                          
                          
                          
                          56
                          %
                          
                          
                          40
                          %Software
      Services
                          
                          
                          2,050
                          
                          
                          
                          40
                          %
                          
                          
                          1,754
                          
                          
                          
                          44
                          %
                          
                          
                          17
                          %Total
      Sales
                          
                          $
                          5,120
                          
                          
                          
                          100
                          %
                          
                          $
                          3,944
                          
                          
                          
                          100
                          %
                          
                          
                          30
                          %





Total
sales were $5.1 million for the three months ended March 31, 2010, compared to
$3.9 million for the three months ended March 31, 2009. The year-on-year
increase in total sales for the first quarter of 2010 was $1.2 million. The
increase was mainly attributable to data mining sales.





Data mining.Data mining sales increased 40% for the three months ended March 31,
2010, as the demand for the Group’s data mining service including bundled mobile
VAS solutions continued to grow.





Software
Services.  Software services sales increased 17% for the three
months ended March 31, 2010. The increase was mainly due to an increase in
demand for the Company’s software services to support the expanding deployment
of IPTV and DTV by major telecommunication operators in China.





Cost
of Sales




Three Months Ended March 312010
                    (Unaudited)
                  
                  
                  2009
                    (Unaudited)
                  
                  
                  % Change(In
      thousands, except percentages)Cost
      of sales:Data
      mining
                  
                  $
                  1,800
                  
                  
                  $
                  1,201
                  
                  
                  
                  50
                  %Software
      Services
                  
                  
                  680
                  
                  
                  
                  1,221
                  
                  
                  
                  -44
                  %Total
      Cost of Sales
                  
                  $
                  2,480
                  
                  
                  $
                  2,422
                  
                  
                  
                  2
                  %





Total
cost of sales was $2.48 million for the three months ended March 31, 2010,
increasing by 2% from $2.42 million for the same period in 2009..





Data mining.Cost of data mining increased 50% for the three months ended March 31,
2010 and is in line with the increase in sales.





Software
Services.  Cost of software services decreased 44% for the
three months ended March 31, 2010. The decrease was attributed to an improvement
in product mix, as the software products delivered this quarter required fewer
developers to complete the project.


24


Gross
Profit Margin




Three Months Ended March 312010
                  
                  
                  2009
                  
                  
                  % ChangeGross
      Profit Margin:Data
      mining
                  
                  
                  41
                  %
                  
                  
                  45
                  %
                  
                  
                  -4
                  %Software
      Services
                  
                  
                  67
                  %
                  
                  
                  30
                  %
                  
                  
                  37
                  %Total
      Sales
                  
                  
                  52
                  %
                  
                  
                  39
                  %
                  
                  
                  13
                  %





Overall
gross margin increased by 13% year over year for the three months ended March
31, 2010, which was primarily due to a change in mix resulting from a 37%
increase in software services offset by a 4% decrease in data
mining.





Data mining.The gross margin of data mining decreased by 4% year over year for the
three months ended March 31, 2010, due to unfavorable product mix and pricing
pressure from competition.





Software
Services.  The gross margin of software services sales
increased 37% for the three months ended March 31, 2010. The increase was mainly
due to an improvement in product mix, as the software products delivered this
quarter required fewer developers to complete the project.





Operating
Expenses




Three Months Ended March 312010
                    
                    
                    2009(In thousands, except percentages)(Unaudited)
                    
                    
                    % of
                      total
                      sales
                    
                    
                    (Unaudited)
                    
                    
                    % of
                      total
                      sales
                    
                    
                    % of ChangesSelling,
      General and Administrative Expenses
                    
                    $
                    954
                    
                    
                    
                    19
                    %
                    
                    $
                    403
                    
                    
                    
                    10
                    %
                    
                    
                    137
                    %Research
      and Development Costs
                    
                    
                    733
                    
                    
                    
                    14
                    %
                    
                    
                    254
                    
                    
                    
                    6
                    %
                    
                    
                    189
                    %Total
      Expenses
                    
                    $
                    1,687
                    
                    
                    
                    33
                    %
                    
                    $
                    657
                    
                    
                    
                    16
                    %
                    
                    
                    157
                    %





Selling, General
and Administrative Expenses.  Selling, general and
administrative expenses consist primarily of compensation and incentive
expenses, entertaining and marketing expenses, fees for professional services,
traveling and transportation expenses, and office expenses. The increase can be
attributed to an annual bonus distributed in the current period and increased
shared-based compensation and office expenses, while the board did not approve a
2008 annual bonus plan in the same period of 2009.





Research and
Development Costs.  Research and development costs consist
primarily of personnel-related expenses and amortization of acquired intangibles
for the development of software and maintenance of our database. The increase of
research and development costs in the current period was mainly attributed to
the increased research and development efforts on APP Store projects, and the
amortization of acquired intangibles used in research and development
activities.


25





LIQUIDITY
AND CAPITAL RESOURCES





March 31, 2010
                    (Unaudited)
                  
                  
                  December 31, 2009(In thousands)Cash and cash equivalents
                  
                  $
                  9,908
                  
                  
                  $
                  10,239Working capital
                  
                  
                  33,829
                  
                  
                  
                  31,968Stockholder’s equity
                  
                  $
                  45,360
                  
                  
                  $
                  44,260





As of
March 31, 2010, we had $9.9 million in cash and cash equivalents. We believe
that our ability to generate strong cash flow from our operating activities,
along with our available cash will be sufficient to fund our operating
activities, capital expenditures and other obligations through
2010.





The
following tables set forth the movements of our cash and cash equivalents for
the periods presented:





Three
      Months Ended March 312010
                          (Unaudited)
                        
                        
                        2009
                          (Unaudited)(In
      thousands)Net
      cash (used in) provided by operating activities
                        
                        $
                        (251
                        )
                        
                        $
                        1,151Net
      cash used in investing activities
                        
                        
                        (153
                        )
                        
                        
                        (63
                        )Net
      cash used in financing activities
                        
                        
                        -
                        
                        
                        
                        (72
                        )Effect
      of foreign currency translation on cash and cash
    equivalents
                        
                        
                        73
                        
                        
                        
                        7Net
      (decrease) increase in cash and cash equivalents
                        
                        
                        (331
                        )
                        
                        
                        1,023Cash
      and cash equivalents - beginning of period
                        
                        
                        10,239
                        
                        
                        
                        5,472Cash
      and cash equivalents - end of period
                        
                        $
                        9,908
                        
                        
                        $
                        6,495





Operating
activities


Net cash
used in operating activities for the three months ended March 31, 2010 was $0.25
million. This was primarily attributable to the net income of $1.02 million,
adjusted by non-cash items of share-based compensation expense of $65,235, and
depreciation and amortization of $0.86 million, offset by a net decrease in cash
from working capital items of $2.2 million.





Investing
activities





Net cash
used in investing activities for the three months ended March 31, 2010 was
$152,828, which was attributable to acquisition of properties and
equipment.





Financing
activities





No cash
has been used in or provided by financing activities for the three months ended
March 31, 2010.





OFF-BALANCE
SHEET ARRANGEMENTS





None.


26


Item
3.     Quantitative and Qualitative Disclosures About
Market Risk





Not
applicable.





Item
4.     Controls and Procedures





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 this
Quarterly Report on Form 10-Q/A, the Company’s management, including the
Company’s chief executive officer and the chief financial officer, conducted an
evaluation of 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 amended (the “Securities Act”) as of March
31, 2010, the end of the period covered by this report (the “Evaluation Date”).
Based on this evaluation, our chief executive officer and chief financial
officer concluded as of the Evaluation Date that our disclosure controls and
procedures were effective such that the material information required to be
included in our SEC reports is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms relating to us and our
consolidated subsidiaries, and communicated to our management (including our
principal executive officer and principal financial officer), as appropriate to
allow timely decisions regarding required disclosure.




Because
of their inherent limitations, disclosure controls and procedures may not
prevent or detect misstatements. The root cause for the restatement was not
insufficient disclosure control activities, but the result of ambiguous contract
terms, that were later clarified as to their meaning. Correct accounting
treatment has been applied based on an interpretation of the terms at the time.
The subsequent clarification of terms by the parties and the entry into of
the supplemental minutes regarding this understanding, does not, in management's
view, implicate the effectiveness of the Company's disclosure controls and
procedures.





Changes
in internal controls over financial reporting





There
were no changes in our internal controls over financial reporting (as defined in
Rules 13a-15 and 15d-15 under the Securities Act) 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.


27


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.




28


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:
July 12, 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)




29