UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~April~~May 1119, 2011 (~~April~~May 514, 2011)

NIVS IntelliMedia Technology Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34262		20-8057809
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

NIVS Industry Park, No. 29-31,

Shuikou Road, Huizhou,

Guangdong, People’s Republic of China 516006

(Address, including zip code, of principal executive offices)

86-752-3125862

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 5, 2011, NIVS IntelliMedia Technology Group, Inc. (the “Company”) received notification ~~from~~ (the “Initial Notice”) from NYSE Amex LLC (~~“Amex” or~~ the “Exchange”) of its intention to strike the common stock of the Company ~~from Amex~~ by filing a delisting application with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 1009(a) of the NYSE Amex LLC Company Guide (the "Company Guide"), based on a determination by the staff of NYSE Regulation, Inc. (the “Staff”), that it is necessary and appropriate for the protection of investors to initiate immediate delisting proceedings. For details regarding the Initial Notice, see the Company’s current report on Form 8-K filed with the SEC on April 11, 2011. The Company appealed the Staff’s determination and provided a written submission to the Exchange on May 6, 2011 in support of its appeal (the “Initial Submission”), and a supplemental written submission on May 10, 2011.

~~The~~On ~~Staff~~May ~~noted~~16, ~~that~~2011, itthe ~~had~~Company received a ~~copy~~subsequent ofnotification a(the ~~letter~~“Second ~~dated~~Notice”) ~~March~~from ~~24,~~the ~~2011~~Exchange toadvising the Company ~~from~~of the ~~Company~~Staff’s ~~most~~determination ~~recent~~that ~~independent~~the ~~auditor~~Company ~~MaloneBailey,~~is ~~LLP~~also subject to delisting pursuant to Section 132(~~“MaloneBailey”~~e) of the Company Guide, in ~~which~~that, ~~MaloneBailey~~in the view of the Staff, the Company made a material misrepresentation in its submission to the Listing Qualifications Panel. Specifically, in the Initial Submission, the Company stated that it had ~~resigned~~been contacted by the SEC Division of Enforcement and ~~that~~received ita ~~had~~subpoena ~~ceased~~for ~~its~~documents ~~services~~in asrelation ~~the~~to ~~Company’s~~an ~~independent~~SEC ~~auditor~~investigation of three other companies. InHowever, ~~this~~in ~~letter~~the ~~MaloneBailey~~Initial ~~cites~~Submission, the ~~reason~~Company ~~for~~did ~~its~~not ~~resignation~~state asthat ~~“massive~~it ~~accounting~~was ~~fraud~~itself ~~involving~~under ~~forging~~investigation [by the] ~~Company~~SEC. It has come to the Staff’s ~~accounting~~attention ~~records~~that ~~and~~the ~~forging~~representatives ~~bank~~of ~~statements.” The~~the ~~letter~~Company ~~also~~had ~~states~~been specifically informed prior to the date of the Initial Submission that ~~“As~~the Company was itself a ~~result~~subject of the ~~irregularities~~SEC’s ~~and~~investigation. ~~fraud…[MaloneBailey~~Notwithstanding ~~is]~~such ~~unable~~notification, the Initial Submission failed to ~~rely~~disclose onthat ~~management~~the Company was itself under investigation by the SEC. After the discrepancy was brought to the attention of the Company’s ~~representation~~representatives, asit ~~they~~submitted ~~relate~~the toSupplemental ~~previously~~Submission, ~~issued~~in ~~financial~~which ~~statements~~it ~~and~~confirmed ~~[MaloneBailey]~~that ~~can~~the noCompany ~~longer~~is ~~support~~under ~~[its]~~investigation ~~opinions~~by ~~dated~~the ~~March~~SEC. In ~~24,~~light ~~2010~~of ~~related~~the failure to ~~[its]~~disclose ~~audit~~the SEC investigation of the ~~consolidated~~Company ~~financial~~in ~~statements~~the ofInitial Submission to the Listing Qualifications Panel, the Staff has determined that the Company ~~and~~is ~~Subsidiaries~~subject asto delisting pursuant to Section 132(e) of ~~December~~the 31Company Guide, ~~2009…included~~which inprovides that a listed company may be delisted “if any communication…to the ~~Form~~Exchange…omits ~~10-K~~material ~~filed~~information ~~with~~necessary to make the ~~SEC~~communication onto ~~March~~the ~~24,~~Exchange ~~2010~~not misleading.”

~~After~~On ~~review~~May of17, ~~MaloneBailey's~~2011, ~~resignation~~the ~~letter,~~Company received an additional notification (the “Third Notice”) from the Exchange advising the Company of the Staff’s ~~determined~~determination that the Company ishas ~~not~~failed into ~~compliance~~comply with ~~the~~certain additional continued listing standards of the Exchange. Specifically, asa ~~follows~~review of the SEC EDGAR database indicates that the Company has yet to file its Form 10-Q for the period ended March 31, 2011. The timely filing of such report is a condition for the Company’s continued listing on the Exchange, as required by Sections 134 and 1101 of the Company Guide. In addition, due to the fact that the Company’s auditor withdrew its most recent audit opinion, it is ~~therefore~~expected ~~subject~~that a new independent auditor will need to ~~immediate~~complete ~~delisting~~a ~~proceedings:~~full audit of the Company’s financial statements. As a result of this, there is no timetable as to when or if the Company will be able to complete the filing of its Form 10-K for the year ended December 31, 2010 or Form 10-Q for the period ended March 31, 2011.

1. The Company isintends ~~subject~~ to ~~delisting~~address ~~pursuant to Section 1003(f)(iii) of~~ the ~~Company~~additional ~~Guide~~determinations ~~in that the Company or its management has engaged in operations, which, in the opinion~~ of the ~~Exchange, are contrary to the public interest. In this regard, the~~ Staff ~~believes that the actions (including~~, ~~but~~along ~~not~~with ~~limited to inaction) of~~ the ~~Company~~prior ~~and/or~~determinations ~~its~~contained ~~management~~in ~~and/or its agents raise significant public interest concerns. Specifically, MaloneBailey raised concerns to~~ the ~~Company's~~Initial ~~board of directors and management that its accounting records may have been falsified constituting an illegal act. The Company failed to adequately address the concerns raised by MaloneBailey~~Notice, ~~thereby~~at ~~leading~~a tohearing ~~MaloneBailey's~~before ~~resignation as~~ the ~~Company's~~Listing ~~independent~~Qualifications ~~auditor~~Panel ~~and~~scheduled ~~the~~for ~~withdrawal~~June ~~of MaloneBailey's audit opinions~~2, ~~as well as a presumption that the concerns raised are true~~2011. There ~~Moreover,~~can ~~the~~be ~~SEC,~~no ~~the~~assurance ~~Exchange and market participants (in making investment and trading decisions) reasonably relied on the audit opinions in determining~~ that the Company'’s ~~financial~~request ~~statements~~for ~~subject~~continued tolisting ~~such~~will ~~opinions~~be ~~were accurate, complete and in accordance with generally accepted accounting principles and standards~~granted. Thus, the Company's actions and inactions which led to MaloneBailey's resignation and withdrawal of its audit opinions have cast material doubt on the integrity of its financial statements as reasonably relied on for such purposes.

2Item 4. ~~The~~01 ~~Company~~Changes ~~is noncompliant with Section 1003(d) of the Company Guide,~~ in ~~that the withdrawal of MaloneBailey'~~Company’s ~~audit~~Certifying ~~opinions has caused its filings to be noncompliant with SEC regulations~~Accountant. ~~Specifically, as a consequence of the resignation of MaloneBailey and the withdrawal of MaloneBailey's audit opinions, there is now no current audited financial information available for the Company.~~

~~3. The~~Resignation ~~Company is noncompliant with Section 127~~ of ~~the~~Previous ~~Company~~Independent ~~Guide,~~Registered ~~which~~Public ~~grants~~Accounting the Exchange the discretion to delist a company when, for example, the company's independent accountants issue a disclaimer opinion on financial statements required to be audited. In this case, the independent auditor has withdrawn its opinions in their entirety. Clearly, if a disclaimer opinion with respect to an audit opinion is a basis for delisting under Section 127 of the Company Guide, then the complete removal of an opinion is also a basis for delisting under the rule. The Staff determined that the public interest concern raised by MaloneBailey's resignation and withdrawal of its audit opinions is so serious that no remedial measure would be sufficient to alleviate it, and that immediate delisting is warranted.Firm

~~4. A~~On ~~review~~May ~~of the SEC EDGAR database indicates that the Company has yet to file its Form 10-K for the year ended December 31~~14, ~~2010~~2011, ~~and~~BDO ~~that~~China itLi ~~has~~Xin ~~also~~Da ~~filed~~Hua aCPA ~~Form 12b-25 stating that it is unable to prepare and review all necessary information and disclosures in its Annual Report on Form 10-K by its April 15~~Co., ~~2011 filing date~~Ltd. ~~The~~ ~~timely~~(“BDO”) ~~filing~~resigned ofas ~~such report is a condition for~~ the Company’s ~~continued~~independent ~~listing on the Exchange~~auditor, aseffective ~~required by Sections 134 and 1101 of the Exchange’s Company Guide~~immediately. In ~~addition,~~its ~~due~~letter to the ~~fact that the~~ Company’s ~~auditor~~audit ~~withdrew~~committee, ~~its~~dated ~~most~~May ~~recent~~14, ~~audit opinion~~2011, itBDO isnoted ~~expected~~ that athe ~~new~~reason ~~independent~~for ~~auditor~~its ~~will~~resignation ~~need~~was ~~to complete a full audit of~~ the Company’s ~~financial~~inability ~~statements. As a result of this, there is no timetable as~~ to ~~when~~provide orBDO ifwith ~~the~~“certain ~~Company~~critical ~~will~~financial berelated ~~able~~documents toand ~~complete~~records,” ~~the~~including ~~filing~~production ofrecords, ~~the~~inventory ~~Form~~logbooks, ~~10-K~~original ~~for~~bookkeeping ~~the~~records, ~~year~~and ~~ended~~sales ~~December 31, 2010~~orders.

~~The~~Other ~~Company~~than ~~has~~as aset ~~limited~~forth ~~right~~above, tofrom ~~appeal~~March ~~the~~28, ~~Staff’s~~2011 ~~determination~~when byBDO ~~requesting~~was anengaged, ~~oral~~through orBDO’s ~~written~~resignation ~~hearing~~on ~~before~~May an14, ~~Amex~~2011, ~~Listing~~there ~~Qualifications~~were ~~Panel~~(1) onno ordisagreements ~~before~~with ~~April~~BDO ~~12,~~on ~~2011. If~~any ~~the~~matter ~~Company~~of ~~does~~accounting ~~not~~principles ~~request~~or anpractices, ~~appeal~~financial bystatement ~~such date~~disclosure, ~~then~~or ~~the~~auditing ~~Company~~scope ~~will~~or beprocedures, ~~deemed~~which todisagreements, ~~have~~if ~~waived~~not ~~the~~resolved ~~opportunity~~to ~~for~~the asatisfaction ~~hearing~~of ~~and~~BDO ~~the~~would ~~decision~~have ~~will~~caused ~~become~~BDO ~~final. The~~to ~~Company~~make ~~intends~~reference to ~~appeal~~ the ~~delisting~~subject ~~determination~~matter ~~and~~of ~~request~~the adisagreements ~~hearing~~in ~~before~~connection ~~the~~with ~~Exchange~~its reports, ~~but~~and ~~there~~(2) ~~can be~~ no ~~assurance~~events ~~that~~of the ~~Company’s~~type ~~request~~listed ~~for~~in ~~continued~~paragraphs ~~listing~~(A) ~~will~~through be(D) ~~granted~~of Item 304(a)(1)(v) of Regulation S-K.

The Company furnished BDO with a copy of this disclosure on May 17, 2011, providing it with the opportunity to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company herein in response to Item ~~4.01 Change~~304(a) of Regulation S-K and, if not, stating the respect in ~~Registrant’s~~which ~~Certifying~~it ~~Accountant~~does not agree. A letter from BDO, dated May 17, 2011 is filed as Exhibit 16.1 to this report.

~~Engagement~~The Company will authorize BDO to respond fully to the inquiries of ~~New~~any ~~Independent~~successor ~~Registered~~auditor ~~Public~~concerning ~~Accounting~~the ~~Firm~~subject matter of any potential reportable events and disagreements set forth above.

On March 25, 2011, the Company reported the March 24, 2011 resignation of MaloneBailey LLP as the Company’s independent auditor, effective immediately. On April 10, 2011, the Audit Committee of the Company’s Board of Directors approved the appointment of BDO China Li Xin Da Hua CPAs (“BDO”) as the Company’s independent auditor, effective as of March 28, 2011.

During the years ended December 31, 2009 and 2008 and through the date hereof, neither the Company nor anyone acting on its behalf consulted BDO with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release regarding the Second Notice ofand ~~Delisting~~Third Notice, which the Company is furnishing to the Securities and Exchange Commission, is attached as Exhibit 99.1.

The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

The Company has received formal notification from the staff of the SEC that it has initiated a formal, nonpublic investigation into whether the Company and four other listed companies had made material misstatements or omissions concerning their financial statements, including cash accounts and accounts receivable. The SEC has served the Company with a subpoena, dated March 24, 2011, for documents relating to the matters under review by the SEC. It is not possible at this time to predict the outcome of the SEC investigation, including whether or when any further proceedings might be initiated, when these matters may be resolved or what, if any, penalties or other remedies may be imposed. The Company is committed to cooperating with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated April 11, 2011
16.1	Letter of BDO China Li Xin Da Hua CPA Co., Ltd., dated May 17, 2011
99.1	Press Release, dated May 19, 2011

SIGNATURES

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

	NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.
Date: April 11, 2011	By:	/s/ Tianfu Li
Date: May 19, 2011	By:	/s/ Tianfu Li
	Name: Tianfu Li	~~Name: Tianfu Li~~
	Title: Chief Executive Officer	~~Title: Chief Executive Officer~~

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 11, 2011
16.1	Letter of BDO China Li Xin Da Hua CPA Co., Ltd., dated May 17, 2011
99.1	Press Release dated May 19, 2011

Filing Compare · NIVS IntelliMedia Technology Group, Inc.