UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2011.

or

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from  to.

Commission File Number: 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. Employer
Incorporation or Organization)	Identification No.)

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

 Nanshan District,  

Shenzhen, PRC 518057

(Address of Principal Executive Offices including Zip Code)

+86 1085251198

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).*  Yes 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 ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x

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

As of May 12, 2011, there were 20,452,634 shares of the issuer’s common stock, par value $0.001 per share, outstanding.

PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Removed and reserved	19
Item 5.	Other Information	19
Item 6.	Exhibits	19

2

PART I.

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Income and Comprehensive Income	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated Financial Statements	7

3

Jingwei International Limited and Subsidiaries

Condensed Consolidated Balance Sheets

(in US dollars thousands, except share and par value)

	March 31, 2011			December 31, 2010
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	5,003		$	7,519
Accounts receivable, less allowance of doubtful accounts of $2,155 and $2,040, respectively		35,166			34,558
Other receivables, prepayments and deposits, less allowance for doubtful accounts of $135 and $134, respectively		6,242			3,610
Inventories		7,080			5,780
Deferred tax assets		420			413
Total current assets		53,911			51,880
Non-current assets
Property, plant and equipment, net		2,158			1,854
Intangible assets, net		16,651			17,448
Long-term investment		1,814			1,797
Goodwill		3,239			3,209
Total assets	$	77,773		$	76,188
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	4,450		$	4,122
Accruals and other payable		1,595			1,890
Income tax payable		1,687			1,610
Deferred tax		261			259
Loan from a stockholder		157			262
Total current liabilities		8,150			8,143
Non-current liabilities
Deferred tax liabilities		909			965
Total liabilities		9,059			9,108
Commitments and contingencies		-			-
Equity
Common stock, ($0.001 par value; 75,000,000 shares authorized; 20,362,209 and 20,350,167 shares issued as of March 31, 2011 and December 31, 2010, respectively; 20,354,209 and 20,347,167 shares outstanding as of March 31, 2011 and December 31, 2010, respectively)		20			20
Treasury stock, at cost (8,000 shares and 3,000 share as of March 31, 2011 and December 31, 2010, respectively)		(32	)		(12	)
Additional paid-in capital		22,622			22,502
Statutory and other reserves		3,590			3,590
Retained earnings		29,892			28,948
Accumulated other comprehensive income		4,816			4,299
Total Company’s stockholders' equity		60,908			59,347
Noncontrolling interest		7,806			7,733
Total equity		68,714			67,080
Total liabilities and equity	$	77,773		$	76,188

See notes to condensed consolidated financial statements.

4

Jingwei International Limited and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive Income

(in US dollars thousands, except share and per share data)

	Three Months Ended March 31,
	2011			2010
	(Unaudited)			(Unaudited)
Sales	$	7,542		$	5,120
Cost of sales		3,608			2,480
Gross profit		3,934			2,640
Operating expenses
Selling, general and administrative expenses		2,581			954
Research and development costs		739			733
		3,320			1,687
Income from operations		614			953
Other income (expenses)
Subsidy income		398			309
Interest income		32			23
Interest expense		-			(2	)
Other expense		(1	)		(46	)
		429			284
Income before income taxes		1,043			1,237
Income tax expense		99			216
Net income		944			1,021
Less: Net income attributable to noncontrolling interest		-			-
Net income attributable to the Company’s stockholders		944			1,021
Foreign currency translation adjustment		590			18
Comprehensive income	$	1,534		$	1,039
Comprehensive income attributable to noncontrolling interest		73			18
Comprehensive income attributable to the Company’s stockholders		1,461			1,021
Basic earnings per share	$	0.05		$	0.06
Diluted earnings per share	$	0.05		$	0.05
Weighted average common shares outstanding
Basic		20,353,270			17,049,000
Diluted		20,549,905			18,862,295

See notes to condensed consolidated financial statements.

5

Jingwei International Limited and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in US dollars thousands)

	Three Months Ended March 31,
	2011			2010
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income	$	944		$	1,021
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortisation		1,228			854
Allowance for doubtful accounts		527			10
Share-based compensation expense		100			66
Changes in operating assets and liabilities:
Accounts receivables		(1,135	)		(140	)
Other receivables, prepayments and deposits		(2,632	)		1,304
Inventories		(1,300	)		(2,156	)
Deferred tax asset		(61	)		34
Accounts payable		267			(1,191	)
Accruals and other payables		11			(104	)
Income tax payable		77			51
Net cash used in operating activities		(1,974	)		(251	)
Cash flows from investing activities
Acquisition of property and equipment		(491	)		(153	)
Acquisition of intangible assets		(67	)		-
Net cash used in investing activities		(558	)		(153	)
Cash flows from financing activities
Repayment of stockholder loans		(411	)		-
Net cash used in financing activities		(411	)		-
Effect of foreign currency translation on cash and cash equivalents		427			73
Net decrease in cash and cash equivalents		(2,516	)		(331	)
Cash and cash equivalents - beginning of period		7,519			10,239
Cash and cash equivalents - end of period	$	5,003		$	9,908
Supplemental Disclosure of Cash Flow Information
Income tax paid	$	104		$	131
Interest paid	$	-		$	-

See notes to condensed consolidated financial statements.

6

Jingwei International Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Stated in US dollars thousands, except per share amounts)

 (Unaudited)

Note 1  CORPORATE INFORMATION AND DESCRIPTION OF BUSINESS

The consolidated financial statements include the financial statements of Jingwei International Limited (“Jingwei”), its subsidiaries and companies it controls through contractual agreements in the form of variable interest entities (“VIEs”). Jingwei International Investments Limited (“Jingwei BVI”), Jingwei International Investment (HK) Ltd. (“Jingwei HK”), Jingwei Hengtong Technology (ShenZhen) Co. Ltd (“Jingwei Hengtong”), Shenzhen Jingwei Communication Co., Ltd. (“Jingwei Communication”), New Yulong Information Technology Co. Ltd. (“New Yulong IT”), New Yulong Software Technology Development Co. Ltd. (“New Yulong Software”), Beijing New Media Advertising Co. Ltd. (“Beijing New Media”), Shenzhen Xinguochuang Information Technology Company Limited (“Xinguochuang”), Shanghai Haicom Telecommunication Technology Limited ("Haicom"), and Jiangsu Liandong Communication Ltd. ("Jiangsu Liandong"). Jingwei International Limited, its subsidiaries and VIEs are collectively referred to as the “Company”. All significant inter-company accounts and transactions have been eliminated in consolidation.

Corporation Information

The Company, formerly known as Neoview Holdings Inc. (“Neoview”), was established in Nevada, US on November 17, 2004, as a public shell company. On May 16, 2007, Neoview and Synergy Business Consulting LLC, a principal stockholder of Neoview, entered into a share exchange agreement with the stockholders of Jingwei BVI. Pursuant to the share exchange agreement, Neoview 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 Neoview’s common stock, constituting 86.4% of outstanding common shares of Neoview on a fully-diluted basis.

As a result of this share exchange transaction, Jingwei BVI became a wholly-owned subsidiary of Neoview. Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the share exchange transaction was treated as a reverse acquisition, with Jingwei BVI as the accounting acquirer and Neoview as the acquired party.

Immediately following the closing of the merger, Neoview changed its name to Jingwei International Limited (“the Company”), and consummated a private placement of 3,395,000 units on May 16, 2007, each consisting of one (1) share of its common stock and 0.3 of a warrant to purchase one (1) share of its common stock, at a price per unit of $5.00 for for aggregate gross proceeds of $16,975,000.

Jingwei BVI was incorporated in British Virgin Islands (“BVI”) in May 2006, and is a holding company without any operation.

Jingwei HK, a wholly owned subsidiary of Jingwei BVI, was established on October 31, 2006 in Hong Kong. It is engaged in telecommunication equipment sales, software development and e-commerce.

Jingwei Hengtong, a wholly owned subsidiary of Jingwei HK, was established in People’s Republic of China (“PRC”) on February 8, 2007. It is engaged in computer hardware and software development, and business consulting services.

On February 8, 2007, Jingwei Hengtong entered into a series of contractual agreements (“Contractual Agreements”) for a ten-year term with Jingwei Communication, a PRC company established on May 8, 2001 to develop computer software and telecommunication equipments, to operate call center, as well as to provide internet and mobile value added service. Pursuant to the Contractual Agreements, Jingwei Hengtong has agreed to exclusively provide to Jingwei Communication technology consulting services, and bear all of Jingwei Communication’s operating costs, in exchange for all of its income from the business operations. Jingwei Hengtong has also agreed 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. Moreover, the stockholders of Jingwei Communication had 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. Jingwei Hengtong was also granted an option to acquire the equity interests of Jingwei Communication within 10 years for a purchase price equal to its shareholders’ original paid-in price or the lowest price permissible under PRC laws. Finally, Jingwei Hentong had made an interest-free loan to Jingwei Communications to fund its capitalization, which can only be repaid upon the shareholders of Jingwei Communications transferring their equity interests to Jingwei Hengtong.

The noncontrolling interest does not change since 100% of all income and losses are allocated to the Company in accordance with the Contractual Agreements.  Since there is no dividend distribution to noncontrolling interest, its balance changed between periods according to the exchange rate during that period.

7

PRC regulations prohibit direct foreign ownership of entities engaged in certain restricted businesses, including the provision of value-added telecommunications services in the PRC where certain licenses are required for the provision of such services. To comply with PRC laws and regulations, the Company engages in such businesses through contractual commitments with the VIEs, principally Jingwei Communication and the subsidiaries directly or indirectly controlled by Jingwei Communication, included New Yulong IT, New Yulong Software, Jiangsu Liandong, Beijing new Media, Xinguochuang and Haicom.

New Yulong IT, a wholly owned subsidiary of Jingwei Communication, was established on January 4, 1999 in Shenzhen, China. It mainly conducts mobile value added service, software development and computer information system integration,

New Yulong Software, wholly owned by Jingwei Communication directly and indirectly through New Yulong IT, was established on June 14, 2005 in Shenzhen, China. It is engaged in software development and computer information system integration.

Jiangsu Liandong, a wholly owned subsidiary of Jingwei Communication, was established on December 11, 2009 in Suqian, China. It is engaged in software development and computer information system integration,

Beijing New Media, a wholly owned subsidiary of New Yulong IT, was established on July 23, 2008 in Beijing, China. It is engaged in creating, planning and handling advertising, as well as providing branding strategy and sales promotions for its clients.

Xinguochuang, a wholly owned subsidiary of New Yulong IT, was established on April 29, 2009, in Shenzhen, China. It is engaged in software development and computer information system integration, domestic and international trade.

 On November 9, 2010, Xinguochuang completed the acquisition of 100% equity interest of Haicom, a corporation registered in Shanghai, China that provides internet and mobile value added service platforms to telecommunication operators in more than ten provinces in China.

Because the above arrangement, which assigned all of Jingwei Communications equity owners' rights and obligations to Jingwei Hengtong the equity owners of Jingwei Communications lacked the ability to make decisions that have a significant effect on Jingwei Communications and its subsidiaries’ operations, and Jingwei Hengtong was entitled to the profits from the operation of Jingwei Communications and its subsidiaries, and assumed all of the residual benefits. Because Jingwei Hengtong and its indirect parent, Jingwei International Limited, are the sole interest holders of Jingwei Communications, the Company consolidates Jingwei Communications and its subsidiaries from its inception, consistent with the provisions of FASB Accounting Standards Codification ("ASC") 810-10.

Description of Business

The Company is one of the leading providers of data mining and interactive marketing and software services in PRC. The Company'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 Company 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

The consolidated financial statements of the Company and its subsidiaries have been prepared in conformity with prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant inter-company accounts and transactions have been eliminated in consolidation.

The Company adopted the purchase method to consolidate Jingwei Communication, with the current assets and liabilities recorded at fair value which approximated their historic book value on February 8, 2007, the effective date (“effective date”) of the Contractual Agreements. The fair value of the acquired net assets of Jingwei Communication was $6.6 million on the effective date, after eliminating 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 amounted to $7.8 million and $7.7 million as of March 31, 2011 and December 31, 2010, respectively. The change in amount was the result of foreign currency translation adjustment.

Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, previously filed with the SEC.

8

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of March 31, 2011, its consolidated results of operations and cash flows for the three-month periods ended March 31, 2011 and 2010, 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.

b)  Use of estimates

In preparing consolidated financial statements in conformity with U.S. 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 consolidated financial statements, as well as the amounts of revenues and expenses during the periods ended March 31, 2011 and 2010. Actual results could differ from those estimates.

Significant estimates based on management's best estimation include, but are not limited to, the valuation of trade receivables and other receivables, inventories, the estimation on useful lives of property and equipment and intangible assets, the valuation of options, and allowance for deferred tax assets.

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) Business combination

For a business combination with acquisition date on or after January 1, 2009, the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree were recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, were recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree, that excess in earnings was recognized as a gain attributable to the Company.

Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in business combinations. Goodwill is not amortized; rather, impairment tests are performed at least annually or more frequently if circumstances indicate impairment may have occurred. If impairment exists, goodwill is immediately written off to its fair value and the best estimate of that loss is recognized in those financial statements.

e)  Reclassification

The comparative figures have been reclassified to conform to current year presentation.

f)  Recently enacted accounting standards

The Financial Accounting Standards Board (“FASB”) issued ASU 2010-13, Compensation—Stock Compensation (ACS 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. The ASU codifies the consensus reached in Emerging Issues Task Force (EITF) Issue No. 09-J. The amendments to the Codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity.

The amendments in the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments are to be applied by recording a cumulative-effect adjustment to beginning retained earnings. The adoption does not have any impact on the Company’s consolidated financial position and results of operations.

In December 2010, FASB issued revised guidance on “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” The revised guidance specifies that an entity with reporting units that have carrying amounts that are zero or negative is required to assess whether it is more likely than not that the reporting units’ goodwill is impaired. If the entity determines that it is more likely than not that the goodwill of one or more of its reporting units is impaired, the entity should perform Step 2 of the goodwill impairment test for those reporting unit(s). Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. Any goodwill impairments occurring after the initial adoption of the revised guidance should be included in earnings as required by Section 350-20-35. The revised guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The adoption does not have any impact on the Company’s consolidated financial position and results of operations.

Except for the above ASUs, FASB issued several ASUs – ASU 2011-01 through ASU 2011-03, which are not expected to have a material impact on the consolidated financial statements upon adoption.

9

Note 3     ACCOUNTS RECEIVABLE, NET

At March 31, 2011 and December 31, 2010, accounts receivable include the following (in thousands):

	March 31, 2011		December 31, 2010
		(Unaudited)
Accounts receivable	$	37,321	$	36,598
Less: allowance for doubtful debts		2,155		2,040
	$	35,166	$	34,558

Note 4     INVENTORIES

At March 31, 2011 and December 31, 2010, inventories consist of the following (in thousands):

	March 31,2011		December 31, 2010
		(Unaudited)
Installations in progress	$	6,047	$	5,780
Finished goods		1,033		-
	$	7,080	$	5,780

Note 5     INTANGIBLE ASSETS, NET

The breakdown of the intangible asset balance as of March 31, 2011 and December 31, 2010 as well as related amortization period for each asset class is as follows (in thousands):

Cost	March 31, 2011		December 31, 2010		Amortization Period
		(Unaudited)
Databases	$	14,794	$	14,864	8 years
Strategic alliance		7,306		7,278	5.5 years
Non-compete agreement		326		327	2 years
Customer relationship		790		782	5.2 yeas
Competed technology		514		509	4.2 years
Partnership agreement		1,449		1,435	4.2 years
Software		666		397	8 years
		25,845		25,592
Less: accumulated amortization		9,194		8,144
Net	$	16,651	$	17,448

Amortization expense for the three months ended March 31, 2011 and 2010 was $1,018 and $764 respectively.

As of March 31, 2011, estimated amortization expenses for future periods are expected as follows:

Fiscal Year	Amount
2011		2,987
2012		3,927
2013		3,868
2014		3,873
2015		1,655
Thereafter		341
	$	16,651

10

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 periods presented, 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 tax.

Hong Kong

Jingwei HK was incorporated in Hong Kong and is subject to Hong Kong profits tax. Jingwei HK 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%.

PRC

The applicable income tax rates in 2011 for the Company’s PRC operating companies, New Yulong IT, New Yulong Software, Jingwei Hengtong, Jingwei Communication, Beijing New Media, Xinguochuang and Jiangsu Liandong, Haicom, are described as follows: New Yulong IT and Haicom are qualified as high-tech software enterprises and entitled to a preferential income tax rate of 15%, which is subject to government review and approval every three years. New Yulong Software, Jingwei Hengtong, Jingwei Communication are all entitled to a preferential income tax rate of 24% in 2011. Jiangsu Liandong is subject to 25% income tax rate in 2011. 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. Xinguochuang was approved for its application for preferential enterprise income tax treatment in 2010, which exempted the entity from income tax in 2010 and 2011, and entitled it to 12.5% for the subsequent three years and 25% thereafter.

For the three months ended March 31, 2011, the Company recognized an income tax expense of $99 on income before income taxes of $1,043, representing an effective income tax rate of 9.5%, as compared to an income tax expense of $216 on an income before income taxes of $1,237, representing an effective income tax rate of 17.5% for the same period in 2010.

Note 7  SHARE-BASED COMPENSATION

On May 21, 2008, The Company adopted Jingwei International Limited 2008 Omnibus Securities and IncentivePlan(the “Plan”), which authorized the Company to grant options for the purchase shares of common stock to employees, directors and consultants at prices not less than the fair market value on the date of grant for incentive stock options and nonqualified options. Shares as to which an option is granted under the Plan but remains unexercised at the expiration, forfeiture or other termination of such option may be the subject of the grant of further options.

On April 16, 2008 the Company granted a total of 63 key employees of the Company, options to purchase a total of 301,100 shares of the Company’s common stock at a strike price equal to $4.95 and vested equally in four years. The contractual term is 10 years and it is non-transferable. The options were valued at $2.278 on the grant date.

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 $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 on the grant date. 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 $1.64. The contractual term is 10 years. The options were valued at $0.883 per unit on the grant date. On June 29, 2010 the Company entered into an amended stock option agreement with Rick Luk to shorten the vesting period from three years in the original agreement to two years.

On November 5, 2009 the Company granted ToneTat Investment Limited (“ToneTat”) options to purchase a total of 500,000 shares of the Company’s common stock at a strike price of $2.10 per share as compensation for investor relations and financial advisory services. The contractual term is 3 years and it is non-transferable. The first batch of options to purchase 100,000 shares of common stock were vested on November 5, 2009, and were valued at $0.76 per unit on the grant date. The second batch of options to purchase 100,000 shares of common stock were vested on May 5, 2010, and were valued at $2.72 per unit on the. On May 7, 2010, the Company executed an amendment with ToneTat to extend the service term to March 31, 2011, and to modify the vesting conditions of the last 300,000 options to require satisfactory completion of duties until then.

11

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 $2.05 to be vested over two years. The contractual term is 10 years. The options were valued at $1.21 per unit on the grant date.

On September 7, 2010, the Company granted a total of 43 key employees of the Company, under the Company’s 2008 Omnibus Securities and Incentive Plan, options to purchase a total of 500,000 shares of the Company’s common stock at a strike price equal to $4.10 and vested equally in four years. The contractual term is 5 years and it is non-transferable. The options were valued at $2.02 per unit on the grant date.

The Company has accounted for employee 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, 2011 and 2010, total share-based compensation expense recognized for options under the Plan was $100 and $66 respectively

The following table summarizes all Company stock option and warrant transactions for the three months ended March 31, 2011:

	Number of options and warrants		Weighted- average exercise price		Weighted-average remaining contractual life (Years)
Outstanding, January 1, 2011		2,477,800	$	4.82		2.58
Granted
Forfeited		20,000	$	4.10		4.42
Excercised		12,042	$	1.64		8.50
Outstanding, March 31, 2011		2,445,758	$	4.84		2.30

Exercisable options and warrants as of March 31, 2011:

Range of exercise prices	Number outstanding currently exercisable as of March 31, 2011		Weighted-average remaining contractual life (years)		Weighted-average exercise price of options currently exercisable
$1.64-$7.00		1,983,158		1.6	$	5.08

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 (in thousands, except share and per share data):

	Three Months Ended March 31,
	2011		2010
	(Unaudited)		(Unaudited)
Numerator for basic and diluted earnings per share:
Net income	$	944	$	1,021
Denominator for basic earnings per share—weighted average shares outstanding		20,353,270		17,049,000
Dilutive effect of stock-based compensation plan		196,635		169,712
Dilutive effect of contingently issuable shares				1,643,583
Denominator for diluted earnings per share		20,549,905		18,862,295
Basic earnings per share	$	0.05	$	0.06
Diluted earnings per share	$	0.05	$	0.05

12

Options and warrants to purchase 2.4 million shares of common stock at an average price $4.84 per share were outstanding during the three months ended March 31, 2011, but options and warrants to acquire 2.2 million shares of common stock were not included in the computation of diluted EPS because there was no incremental share through calculation to cause a dilutive effect. These options and warrants were still outstanding as of March 31, 2011.

Note 9     SEGMENT INFORMATION

The Company has two reportable segments based on the type of services provided, i.e. data mining services, and software and system services. Information for the segments for the three months ended March 31, 2011 and 2010 in accordance with ASC 280 Segment Reporting is shown separately as follows (in thousands):

	Three Months Ended March 31
	2011						2010
			(Unaudited)						(Unaudited)
	Datamining Services		Software Services		Total		Datamining Services		Software Services		Total
Net Revenue	$	3,615		3,927	$	7,542	$	3,070	$	2,050	$	5,120
Gross profit		2,362		1,572		3,934		1,271		1,369		2,640
Net Income		567		377		944		521		500		1,021
Segment Assets		46,308		31,465		77,773		42,450		17,469		59,919
Depreciation& Amortization		1,191		37		1,228		819		35		854
Expenditure for segment assets	$	491		67	$	558	$	153	$	-	$	153

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

Note 10   COMMITMENTS AND CONTINGENCY

Lease Commitment

Future minimum lease payments under non-cancellable operating leases as of March 31, 2011are as follows (in thousands):

Within 1 year	$	192
Within 1-2 years		140
Within 2-3 years		11
Thereafter		-
	$	343

The Company does not have any significant purchase commitments or legal contingency.

NOTE 11 SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the issuance of the consolidated financial statements and no subsequent event is identified.

13

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,” or “Jingwei” refer to Jingwei International Limited and its subsidiaries and companies it controls through contractual agreements in the form of variable interest entities (“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

We are one of the leading providers of data mining, interactive marketing and software services in the PRC. We have established multiple anchor customers in both the Telecom & Power sectors with long-term relationships since 2001. This relationship is expected to continue and further strengthen in 2011 as result of our technical competency and services leadership which continued to bring high value to the business of these customers. We offer a rich portfolio of business intelligence and interactive marketing services powered by a proprietary database with more than 400 million consumer profiles and a complementary set of Data Mining and Business Intelligence tools to enable customers to reach their targeted Chinese consumers. Services include market segmentation, customer churn, fraud detection, trend analysis, self-service reporting, database marketing, contact center services, mobile value-added services (MVAS) and multi-media, multi-channel advertising. In 2010, we further strengthened our position in the mobile internet marketing  space by leveraging our core competencies to partner with the telecommunications carriers to design, build and operate multiple mobile value-added services platforms including the industry renowned “mobile application store” to capitalize on the burgeoning growth in the use of mobile, internet and mobile commerce applications in China. With the deployment of our “mobile application store” platform at China Telecom and the pilot platform in China Unicom, several provincial operators have expressed interest to partner with us, to leverage our core competences in data mining and interactive marketing to help them operate the stores on partnership and revenue sharing basis for mutual benefits. This will be a strategic growth initiative for the Company in 2011.

Our services assist customers in improving product development and marketing effectiveness, increase operational efficiency and profitability, helps identify new market trends, target audiences and opportunities, delivers effective marketing messages to targeted consumers and provides interactive, proactive and personalized marketing and advertising for optimal results. While our traditional business had been on data mining, data marketing and software services, we have sharpened our focus in 2010 to further develop our interactive marketing platform and integrated mobile value added service platforms with targeted outbound sales campaigns via mobile phone advertising and value added services, as well as customer service/order fulfillment using online stores and at call centers throughout the country.

Along-with our core data mining and interactive marketing services segment, we also operate a software services business, with proven leadership in quality billing, Business Intelligence, Provisioning Support, Decision Support, Operations Support and Customer Relationship Management software applications, primarily for China’s leading telecommunication services carriers. The software services business also strengthens sales opportunities for our high margin interactive marketing and data mining platform, and allows us to enhance our customer database.  In 2010, we have achieved leadership position in the deployment of billing and OSS solutions to support IPTV rollout for China Telecom in 23 out of the country’s 31 provinces. And, through our channel partners, we have also deployed our billing and OSS solution for telecom carriers in overseas countries including Africa, Middle East and Asia.

14

Currently, we offer 36 data mining and software platforms registered with the Shenzhen Bureau of Science, Technology and Information and National Government. And our intellectual property portfolio is covered by 30 patents issued by National Intellectual Property Administration of the People’s Republic of China. When these patents were registered with the appropriate authority, we receive a certificate with respect to protected intellectual property in such software; we then license the software to the customers for a usage fee as well as an optional annual maintenance fee after the standard warranty period. Our software services streamline back-office operations for the customers, enable accurate billing and provisioning, improve business operational efficiency, as well as enable intimate and personalized relationship management for their end-customers.

In the data mining segment, we presently own and manage a database containing detailed biographical, demographic and purchasing information on over 400 million Chinese consumers and a selected group of SMEs. We believe our database is one of the largest in China, and that it would be difficult for competitors to duplicate. The breadth of our database affords us the ability to conduct a wide range of interactive marketing and data mining processes. Once a target audience is identified through data mining analysis, we assist our customers in the promotion and marketing of new products and services through telemarketing, direct marketing and mobile text and interactive advertising. We share in the revenues derived from consumer purchases resulting from our marketing and promotion activities. Within our data mining services operations, we also offer carriers a vast range of MVAS. Unlike our competitors who mainly use carriers’ networks simply as a distribution channel, we work with  telecommunications carriers to design, build, operate and manage MVAS platforms jointly with them to offer to their customers under their own brands; based on which we have a share of the revenue derived from the services provided to their customers

The primary geographic focus of our operations is in China, with presence in more than 20 cities, where we derive most of our revenues. We conduct our business operations through Jingwei Hengtong, a wholly-owned subsidiary company of Jingwei International that became the primary beneficiary of Jingwei Communication via various contractual agreements. Both companies are registered in China.

Our future plans are to stay sharply focused to capitalize on the favorable industry trends to grow our business.  The following table summarizes the industry drivers that will continue to fuel our growth; and by leveraging our core competence and the multiple long term relationships with our clients in the telecommunications and power sectors, we are confident of our unique and competitive position to benefit from the significant growth waves unfolding in China.

Business Outlook and Other Recent Developments

The Company has delivered strong performance in the first quarter of 2011 in sales, compared to the same period last year.  In data mining, we have expanded greatly our product offering in 3G related MVAS business, and have seen a significant revenue contribution from this part of the business in the current period. With the rising demands from consumers, we expect this business to continue to contribute to the sales and margin improvement of the data mining segment through 2011.

In the current quarter, the Company has signed a strategic business partnering agreement with Zhejiang China Unicom to leverage Jingwei's data mining, interactive marketing and software service expertise to design, develop and operate Zhejiang China Unicom's mobile value-added services ("MVAS") Society Channel and marketing support system, to support its over 80,000 society channel depots in Zhejiang province, for optimal marketing results. With its early success in signing up subscribers for 3G service, China Unicom has made it public a strategic focus to develop society channels at provincial levels, so as to continue to build up its lead in the 3G service. With the deployment of this platform and participation in its daily operation, Jingwei will enjoy a share of the revenues derived from sales and service contracts generated from the channel depots supported by the system. The Company expects to report a significant revenue stream from this product line in the second half of the year. Apart from working with Zhejiang Unicom, the Company is also in discussion with several other provincial operators to leverage similar capabilities to benefit their local operation.

In software services segment, the Company continued to expand the deployment of internet protocol TV (“IPTV”) overseas through our business partner in the quarter as well as successfully completed another mobile application store platform development for a major telecom operator.  In addition, we are working with seven China Unicom’s regional offices to upgrade their integrated call center platforms, and to develop new capabilities called “Communication Managers”, to support China Unicom’s launch of the “WO Family Service” offering nationwide.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare our financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. There have been no significant changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

15

RESULTS OF OPERATIONS

Sales

	Three Months Ended March 31
	2011					2010					% Change
	(In thousands, except percentages)
	(Unaudited)		% of sales			(Unaudited)		% of sales
Sales:
Data mining	$	3,615		48	%	$	3,070		60	%		18	%
Software services		3,927		52	%		2,050		40	%		92	%
Total sales	$	7,542		100	%	$	5,120		100	%		47	%

Total net revenue increased 47% in the first quarter year over year, due to robust growth in both segments.

Data mining.  Revenue increased by 18% for the first quarter compared to the same period in 2010, as the sales in 3G related MVAS continued to grow.

Software services. The increase in revenue by 92% for the first quarter compared to the same period in 2010. The increase was mainly due to a successful completion of another mobile application store platform development for a major telecom operator, as well as completion of a couple of large system integration orders.

Cost of Sales

	Three Months Ended March 31
	2011 (Unaudited)		2010 (Unaudited)		% Change
	(In thousands, except percentages)
Cost of sales:
Data mining	$	1,253	$	1,800		-30	%
Software services		2,355		680		246	%
Total cost of sales	$	3,608	$	2,480		45	%

Total cost of sales was $3.6 million for the three months ended March 31, 2011, increasing by 45% from $2.5 million for the same period in 2010.

Data mining. Cost of data mining decreased by 30% for the three months ended March 31, 2011 compared to the same period in 2010. This improvement in cost control was mainly due to a strong growth in high-margin MVAS business and less demand for the bundled mobile VAS solutions product line, resulting in a highly favorable change in product mix.

Software services.  Cost of software services increased 246% for the three months ended March 31, 2011 compared to the same period in 2010. This significant increase in cost is primarily attributed to changes in product mix in two areas: (a) the solutions delivered last year were primarily replication of similar IPTV support software deployed in different provinces, whereas products delivered this year had new functionalities that required substantially higher cost of implementation; and (b) several large scale system integration solutions had a high content of hardware acquired through third parties, which resulted in lower margin achieved for those orders.

Gross margin

	Three Months Ended March 31
	2011			2010			% Change
Gross margin:
Data mining		65	%		41	%		24	%
Software services		40	%		67	%		-27	%
Total sales		52	%		52	%			-

Overall gross margin was flat year over year for the three months ended March 31, 2011 compared to the same period in 2010, even though the gross margin in each business segment has fluctuated more significantly due to change in product mix.

Data mining. The gross margin of data mining increased by 24% year over year for the three months ended March 31, 2011 compared to the same period in 2010. The significant improvement was mainly due to a strong growth in high-margin MVAS business and less demand for the bundled mobile VAS solutions product line, resulting in a highly favorable improvement in segment margin.

Software services.  The gross margin of software services sales decreased 27% for the three months ended March 31, 2011 compared to the same period in 2010. This decrease in gross margin is mainly attributed to several large scale system integration orders in the current period, in which the Company delivered a high degree of hardware acquired through third parties.

16

Operating expenses

	Three Months Ended March 31
	2011					2010
	(In thousands, except percentages)
	(Unaudited)		% of total sales			(Unaudited)		% of total sales			% of Changes
Selling, general and administrative expenses	$	2,581		34	%	$	954		19	%		171	%
Research and development costs		739		10	%		733		14	%		1	%
Total expenses	$	3,320		44	%	$	1,687		33	%		97	%

Selling, General and Administrative Expenses.   The total selling, general and administrative expenses were $2.6 million for the three months ended March 31, 2011, compared to $1.0 million in the same period last year. The year-on-year increase in total expenses for the first quarter of 2011 was $1.6 million. The increase was mainly due to an increase of $0.5 million in bad debt provision, an increase of $0.3 million in depreciation and amortization related to the business acquisition in the end of 2010, and an increase of $0.4 million in salary and annual bonus from the newly acquired entity.

Research and Development Costs.   The total R&D costs were $0.7 million for the three months ended March 31, 2011, which is the same as compared to the same period last year.

 LIQUIDITY AND CAPITAL RESOURCES

	March 31, 2011		December 31, 2010
		(Unaudited)
	(In thousands)
Cash and cash equivalents	$	5,003	$	7,519
Working capital		45,761		43,737
Stockholder’s equity	$	60,908	$	59,347

As of March 31, 2011, we had $5.0 million in cash and cash equivalents. While we have incurred a reduction in cash and cash equivalents in the last two quarters, largely resulting from a high growth of revenues in the last three quarters, we believe our ability to generate cash flow from our operating activities, our focus and commitment in improving trade receivables, along with our available cash will be sufficient to fund our operating activities, capital expenditures and other obligations through 2011 and beyond.

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

	Three Months Ended March 31
	2011 (Unaudited)			2010 (Unaudited)
	(In thousands)
Net cash used in operating activities	$	(1,974	)	$	(251	)
Net cash used in investing activities		(558	)		(153	)
Net cash used in financing activities		(411	)		-
Effect of foreign currency translation on cash and cash equivalents		427			73
Net decrease in cash and cash equivalents		(2,516	)		(331	)
Cash and cash equivalents - beginning of period		7,519			10,239
Cash and cash equivalents - end of period	$	5,003		$	9,908

Operating activities

Net cash used in operating activities for the three months ended March 31, 2011 was $2.0 million. This was primarily attributable to the net income of $0.9 million, adjusted by non-cash items of allowance for doubtful accounts of $0.5 million, and depreciation and amortization of $1.2 million, offset by a net decrease in cash from working capital items of $4.8 million.

Investing activities

Net cash used in investing activities for the three months ended March 31, 2011 was $0.6 million, which was attributable to acquisition of properties and equipment and intangible assets.

Financing activities

The Company has paid $0.4 million to its Chairman, Mr. Du, to partially pay off an interest free loan he provided to the Company at its development stage.

OFF-BALANCE SHEET ARRANGEMENTS

None.

17

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.

Under the supervision and with the participation of our management, including our chief executive officer and the chief financial officer, we 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, as of March 31, 2011, 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.

Changes in internal controls over financial reporting

There have been no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18

PART II.

OTHER INFORMATION

Item 1.  Legal Proceedings

Not applicable.

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	Description
31.1	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 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 pursuant to Section  906 of the Sarbanes-Oxley Act of 2002.

19

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: May 16, 2011

JINGWEI INTERNATIONAL LIMITED
By:	/s/ George Du
	Name: George Du
	Title: Interim Chief Executive Officer
	(Principal Executive Officer)
	/s/ Yong Xu
	Name: Yong Xu
	Title: Chief Financial Officer
	(Principal Accounting and Financial Officer)

20