UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q   XQUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For
the quarterly period ended March 31, 2009  ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the
transition period from ____ to ____   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED (Exact name of registrant as specified in its charter)  Colorado
0-31751
84-1536518(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)No.30 Guanghua Street, Xiaojingyu Xiang, Wanbailin
District
Taiyuan City, Shanxi Province, China P.C. 030024(Address of principal executive
offices)  Registrants telephone number, including area code:  (303)
885-5501  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act.  Large
accelerated filer

Accelerated
filerNon-accelerated
filer (Do not check if a smaller reporting company)

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  Indicate
the number of shares outstanding of each of the issuer's classes of stock, as of
the latest practicable date. Class of Securities
Shares Outstanding at March 31, 2009Common Stock, no par value
76,205,000          - 1 -   PART
1 - FINANCIAL INFORMATION    ITEM
1. FINANCIAL
STATEMENTS  (a)
The unaudited financial statements of registrant for nine months ended March 31,
2009, follow.  The financial statements reflect all adjustments which are,
in the opinion of management, necessary to a fair statement of the results for
the interim period presented.        TABLE OF CONTENTS    Balance
Sheets 3 Statements
of Operations and Comprehensive Income (Unaudited) 4 Statement
of Changes in Stockholders Equity (Unaudited) 5 Statements
of Cash Flows (Unaudited) 6 Notes
to Unaudited Financial Statements 7         - 2 -   LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED BALANCE SHEETS AS OF MARCH 31, 2009 AND JUNE 30, 2008  March 31,
2009


June 30,
2008UnauditedASSETSCurrent assets:Cash and
cash equivalents

$
9,617,989

$
8,632,879Accounts
receivable


26,688,372


12,134,507Inventories


14,370,467


29,052,841Advance to
suppliers


37,307,230


28,327,067Deposits


-


12,683,880Total current assets


87,984,058


90,831,174Construction in progress


23,852,728


-Property, plant and equipment,
net


4,348,640


2,637,326Total assets

$
116,185,426

$
93,468,500LIABILITIES AND
STOCKHOLDERS EQUITYCurrent liabilities:Accounts
payable

$
-

$
165,231Convertible
notes payable, net of discount of $ 0 and $636,742, respectively


2,147,868


1,508,135Accrued
payables


685,677


798,436Taxes
payable


3,413,994


2,455,223Total current
liabilities


6,247,539


4,927,025Total liabilities


6,247,539


4,927,025STOCKHOLDERS
EQUITYCommon
Stock; no par value, 100,000,000 shares authorized, 76,205,000  and
76,205,000 shares issued and
outstanding as of 03/31/09 and 06/30/08, respectively


7,008,712


7,008,712Additional paid-in
capital


1,528,180


1,528,180Retained earnings


89,654,719


68,742,653Accumulated other comprehensive
income


11,746,276


11,261,930Total stockholders equity


109,937,887


88,541,475Total liabilities and
stockholders equity

$
116,185,426

$
93,468,500   See accompanying notes
to the unaudited financial statements    - 3 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME (Unaudited) FOR THREE MONTHS AND
NINE MONTHSENDED MARCH 31, 2009
AND 2008  Three months
ended March 31,

Nine
months ended March 31,2009


2008


2009


2008Net revenues:Product
sales
$
46,622,276

$
30,213,210

$
139,308,969

$
98,581,486Agency service

3,097,818


2,265,492


8,529,598


10,115,68249,720,094


32,478,702


147,838,567


108,697,168Cost of
revenuesProduct
sales

40,049,434


22,180,278


116,588,344


75,917,662Agency service

-


473,088


-


1,269,20440,049,434


22,653,366


116,588,344


77,186,866Gross
profit

9,670,660


9,825,336


31,250,223


31,510,302Operating
ExpensesSalaries

67,026


93,336


158,872


202,998Other
selling, general and administrative expenses

641,900


2,964,692


2,760,200


4,815,267708,926


3,058,028


2,919,072


5,018,265Operating
profit

8,961,734


6,767,308


28,331,151


26,492,037Other income and
(expenses)Interest
income

4,253


6,303


12,223


29,157Interest expense
and financial cost

(48,492)


(21,466)


(172,560)


(24,228)Other
income/(expense)

(44,239)


(15,163)


(160,337)


4,929Income before
income taxes

8,917,495


6,752,145


28,170,814


26,496,966Income
taxes

(2,255,355)


(1,688,036)


(7,258,748)


(8,363,238)Net income

6,662,140


5,064,109


20,912,066


18,133,728Other
comprehensive incomeForeign
currency translation adjustment

(149,874)


3,076,127


484,346


5,729,892Comprehensive income
$
6,512,266

$
8,140,236

$
21,396,412

$
23,863,620Basic net income per
share
$
0.09

$
0.07

$
0.27

$
0.25Weighted average number of
shares outstanding

76,205,000


75,000,000


76,205,000


72,643,636   See accompanying notes
to the unaudited financial statements.    - 4 -      LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) FOR THE NINE MONTHS
ENDED MARCH 31, 2009   Common stock
shares

Common stock
amount

Additional paid-in
capital

Retained
earnings


Accumulated other
comprehen- sive income


Total
stockholders equityBalance at June 30, 2008
76,205,000
$
7,008,712
$
1,528,180
$
68,742,653

$
11,261,930

$
88,541,475Recapitalization
-

-

-

-


-


-Warrants issued with
convertible debt
-

-

-

-


-


-Net income for the
period
-

-

-

20,912,066


-


20,912,066Foreign currency translation
adjustment
-

-

-

-


484,346


484,346Balance at March 31,
2009
76,205,000
$
7,008,712
$
1,528,180
$
89,654,719

$
11,746,276

$
109,937,887          See accompanying notes
to the unaudited financial statements.  - 5 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED STATEMENTS OF CASH FLOWS
(Unaudited) FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008    Nine months ended March 31,2009


2008Operating
activitiesNet
income






$
20,912,066

$
18,133,728Adjustments
to reconcile net income from operations to net cash used in operating
activities:Depreciation







289,411


269,563Warrant
expense







636,742


1,528,180Accrued
interest







170,992


(995,026)Changes
in non-cash operating working capital items:Accounts
receivable







(14,508,584)


(10,560,551)Other
receivable







12,731,210


-Inventory







14,790,786


(5,696,312)Advance
to suppliers







(8,649,719)


(14,306,316)Prepaid
taxes







-


1,475,158Accounts
payable







(588,269)


240,502Advance
from customers







-


(323,715)Taxes
payable







949,609


2,995,347Other
current liabilities







21,476


120,274Net
cash provided by (used in) operating activities







26,755,720


(7,119,168)Investing
activitiesPurchase
of equipment







(25,843,611)


(17,353)Net
cash used in investing activities







(25,843,611)


(17,353)Financing
activitiesProceeds
from the issuance of the convertible notes







-


2,100,000Payment
for share issuance cost







-


-Net
cash used in financing  activities







-


2,100,000Effect
of exchange rate changes in cash







73,001


5,731,187Net
increase (decrease) in cash and cash equivalents







985,110


694,666Cash
and cash equivalents, beginning of the period







8,632,879


6,060,428Cash
and cash equivalents, end of the period






$
9,617,989

$
6,755,094Supplemental
disclosure of cash flow informationCash
paid during the period:Income
taxes paid






$
6,752,167

$
6,005,048   See accompanying notes to the financial
statements.       - 6 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008    1. MANAGEMENT'S
REPRESENTATION OF INTERIM FINANCIAL INFORMATION  The
accompanying financial statements have been prepared by Longwei Petroleum
Investment Holding Limited, Inc. without audit pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain information
and disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
 These financial statements include all of the adjustments, which in the
opinion of management are necessary to a fair presentation of financial position
and results of operations.  All such adjustments are of a normal and
recurring nature. Interim results are not necessarily indicative of results for
a full year.  2. SIGNIFICANT
ACCOUNTING POLICIES  This summary of significant accounting policies of the Company is
presented to assist in understanding the Companys financial statements.
 The financial statements and notes are representations of the Companys
management, which is responsible for their integrity and objectivity. These
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.  Description
of Business  Longwei Petroleum Investment Holding Limited (we, us, our,
Longwei) was incorporated under the laws of the State of Colorado on March 17,
2000, under the name of Tabatha II, Inc. We changed our name to Longwei
Petroleum Investment Holding Limited on October 12, 2007. We were formed as a
blind pool or blank check company whose business plan was to seek to acquire
a business opportunity through completion of a merger, exchange of stock, or
other similar type of transaction. In furtherance of our business plan, we
voluntarily elected to become subject to the periodic reporting obligations of
the Securities Exchange Act of 1934 by filing a registration statement on Form
10-SB.  Prior to October 16, 2007, our only business activities were the
organizational activities described above, including registration under the
Securities Exchange Act of 1934, and efforts to locate a suitable business
opportunity for acquisition. On October 16, 2007, the date of the closing of the
Share Exchange, we acquired all of the issued and outstanding common stock of
Longwei Petroleum Investment Holding Limited (Longwei BVI), a British Virgin
Islands corporation incorporated on April 3, 2006.  Longwei BVI owns all of
the issued and outstanding stock of Taiyuan Yahua Energy Conversion Co., Ltd.
(Taiyuan Yahua), a Chinese limited liability company, which in turn is the
sole shareholder of Taiyuan Longwei Economy & Trading
Co., Ltd. (Taiyuan Longwei), a Chinese limited liability company.
  We issued 69,000,000 shares of common stock in the share exchange
transaction for 100% of the ownership of Longwei BVI. As a result of the share
exchange transaction, Longwei BVI and its subsidiaries became our wholly owned
subsidiaries.  - 7 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008  2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  The former stockholders of Longwei BVI acquired 92% of our issued
and outstanding common stock as a result of closing the share exchange
transaction.  Therefore, although Longwei BVI became our wholly-owned
subsidiary, the transaction was accounted for as a recapitalization of Longwei
BVI, whereby Longwei BVI is deemed to be the accounting acquirer and is deemed
to have adopted our capital structure.  All operating activities are carried out through our wholly-owned
Chinese subsidiary, Taiyuan Longwei Economy & Trading Co., Ltd. (Taiyuan
Longwei), which was incorporated in 1995.  The operating company is
located in Taiyuan City, China.  We purchase diesel, gasoline, fuel oil and
kerosene from various suppliers. As an intermediary, we seek to earn profits by
buying diesel, gasoline, fuel oil and kerosene at competitive prices and selling
them to other wholesalers. In addition, we also earn revenues by acting as a
purchase agent where we charge an agency fee, a fee which is charged to
wholesalers who do not have a license to purchase directly from refineries.
Further, the company owns a gas station located on its property where it
generates additional profit and revenue. The cost of our products is largely
dependent on the price of crude oil. The price of crude oil is subject to
fluctuation due to a variety of factors, all of which are beyond our control.
When sudden and significant increases occur in the cost of fuel and lubricant
products, we may not be able to pass on these increases through timely price
increases to our customers. The timing of passing these costs to our customers
can significantly affect our margins. The affect of lower crude oil prices,
after the sale for a short time of higher priced inventory on hand at the time
of the price decrease, reduces the cost of the products which, in turn, improves
profit margins. Fuel oil is a liquid petroleum product that is burned in a
furnace or boiler for the generation of heat or used in an engine for the
generation of power. Solvents are unrefined petroleum products used in paint,
dry-cleaning solvents, solvents for cutback asphalts and solvents for the rubber
industry. We transport and market these products to other wholesale buyers. Our
primary customers are large-scale gas stations, which represent 60% of our
sales. These gas stations, which purchase diesel and gasoline from us, are
located in Taiyuan City in the Shanxi Province of China. Our second largest
group of customers is the coal plants and power supply companies that use our
fuel oil for heat and power, along with our solvents, which comprise 30% of our
business. Our third largest customers are the small independent gas stations.
These represent 10% of our total sales, and purchase gasoline and diesel. Our
operating company is located at No. 30 Guanghua Avenue, Xiaojingyu Xiang,Wan
Bailin District, Taiyuan City, P.C. 030024, Shanxi Province, China, and our
phone number is (86) 351-6527-366.   (a)    Basis
of Preparation  The
financial statements of the Company are prepared in accordance with accounting
principles generally accepted in the United States of America and include the
accounts of the Company. This basis of accounting differs in certain material
respects from that used for the preparation of the books and records of the
Company, which are prepared in accordance with the accounting principles and the
relevant financial regulations applicable to enterprises with limited
liabilities, established in the PRC (PRC GAAP) the accounting standards used
in the place of their domicile.   - 8 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008  2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)   (b)    Economic
and Political Risks  The
Company's operations are conducted in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environment in the PRC, and by the general state
of the PRC economy.  The
Company's operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America and
Western Europe. These include risks associated with, among others, the
political, economic and legal environment and foreign currency exchange. The
Company's results may be adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion, remittances abroad, and rates and methods of taxation.  (c)    Principles
of Consolidation   The
accompanying financial statements include Longwei Petroleum Investment Holding
Limited, Inc., its wholly owned subsidiary, Longwei Petroleum Investment Holding
Limited, a British Virgin Island corporation, its wholly owned subsidiary,
Taiyuan Yahua Energy Conversion Co., Ltd., a Chinese Limited Liability Company,
which owns 100% of the operating subsidiary, Taiyuan Longwei Economy &
Trading Company, Ltd., a Chinese Limited Liability Company.  Intercompany
transactions have been eliminated in consolidation.  (d)    Property,
Plant and Equipment  Property,
plant and equipment are carried at cost less accumulated depreciation.
Depreciation is provided over the assets' estimated useful lives, using the
straight-line method. Estimated useful lives of the property, plant and
equipment are as follows:  Buildings


20
yearsHeavy
machinery and production equipment


8-
20 yearsRailway


20
yearsMotor
vehicles


5
years  The
cost and related accumulated depreciation of assets sold or otherwise retired
are eliminated from the accounts and any gain or loss is included in the
statement of income. The cost of maintenance and repairs is charged to the
statement of income as incurred, whereas significant renewals and betterments
are capitalized.   - 9 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008   2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  (e)    Accounting
for the Impairment of Long-Lived Assets  The
long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable. It is reasonably possible that these assets could
become impaired as a result of technology or other industry changes.
Determination of recoverability of assets to be held and used is by comparing
the carrying amount of an asset to future net undiscounted cash flows to be
generated by the assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.  There
was no impairment of long-lived assets as of March 31, 2009.  (f)    Inventories  Inventories
are stated at the lower of cost, determined on a weighted average basis, or net
realizable value. Net realizable value is the estimated selling price in the
ordinary course of business less the estimated cost of completion and the
estimated costs necessary to make the sale.  When
inventories are sold, their carrying amount is charged to expense in the year in
which the revenue is recognized. Write-downs for declines in net realizable
value or for losses of inventories are recognized as an expense in the year the
impairment or loss occurs. There were no declines in net realizable value of
inventory for nine months ended March 31, 2009.  (g)
   Accounts Receivable  Trade
receivables are recognized and carried at the original invoice amount less
allowance for any uncollectible amounts. An estimate for doubtful accounts is
made when collection of the full amount is no longer probable. Bad debts are
written off as incurred.  (h)    Cash
and Cash Equivalents  The
Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. Cash deposit in PRC
banks are not insured by any government agency or entity.  (i)    Advances
to Suppliers  Advances
to suppliers represent the cash paid in advance for purchasing of inventory
items from suppliers.  (j)    Fair
Value of Financial Instruments  The
Company's financial instruments include cash and cash equivalents, accounts
receivable, prepaid taxes, advances to suppliers, other current assets, taxes
payable, accounts payable and advances from customers.   - 10 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008   2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Management
estimates that the carrying amounts of the non related party financial
instruments approximate their fair values due to their short-term nature.  (k)    Revenue
Recognition  The
Company derives the bulk of its revenue from sales of gasoline, diesel, solvent
oil and fuel oil. These product sales revenues are recognized when customers
take possession of goods in accordance with the terms of purchase order
agreements that evidence agreed upon pricing and when collectability is
reasonably assured. Cost of revenues for product sales include costs to purchase
and transport the product to the Company, costs to deliver the goods to the
customer and depreciation on product storage and delivery equipment.  Agency
service revenue consists of fees charged to small fuel distributors who lack the
required licenses to purchase directly from large refineries. The Company
allocates a portion of its purchasing quota to these customers for a fee similar
to a sales commission. Agency service revenue is recognized when there is
evidence of an arrangement that specifies pricing and irrevocable allocation of
a portion of the Companys purchase quota and collection has occurred. Cost of
agency service revenues consists primarily of selling commissions.  (l)    Foreign
Currency Translation  The
functional currency of the Company is Renminbi (RMB) and the RMB is not freely
convertible into foreign currencies. The Company maintains its financial
statements in the functional currency. Monetary assets and liabilities
denominated in currencies other than the functional currency are converted into
the functional currency at rates of exchange prevailing at the balance sheet
date. Transactions denominated in currencies other than the functional currency
are converted into the functional currency at the exchange rates prevailing at
the dates of the transactions. Exchange gains or losses arising from foreign
currency transactions, which are not material, are included in the determination
of net income for the respective periods.  For
financial reporting purposes, the financial statements of the Company which are
prepared using the functional currency have been translated into United States
dollars. Assets and liabilities are translated at exchange rates at the balance
sheet dates and revenue and expenses are translated at the average exchange
rates for each period and stockholders' equity is translated at historical
exchange rates. Any translation adjustments resulting are not included in
determining net income but are included in foreign currency translation
adjustment to other comprehensive income, a component of stockholders' equity.
The exchange rates adopted are as follows:  2009Period
end RMB exchange rate


6.8336Average
period RMB exchange rate


6.8464  No
representation is made that the RMB amounts could have been, or could be,
converted into U.S. dollars at the rates used in translation.    - 11 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008  2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  (m)    Use
of Estimates  The
preparation of the financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Management makes these estimates using the best
information available at the time the estimates are made; however actual results
could differ materially from those estimates.  (n)    Income
Taxes  The
company has implemented SFAS No. 109, "Accounting for Income Taxes," which
provides for a liability approach to accounting for income taxes. Deferred
income taxes result from the effect of transactions that are recognized in
different periods for financial and tax reporting purposes. The company has
recorded no deferred tax assets or liabilities as of March 31, 2009, since
nearly all differences in tax bases and financial statement carrying values are
permanent differences.  (o)    Recent
Accounting Pronouncements  In
December 2007, the FASB issued SFAS No. 141R,
"Business Combinations" ("SFAS No. 141R"). SFAS No. 141R amends
SFAS 141 and provides revised guidance for recognizing and measuring
identifiable assets and goodwill acquired, liabilities assumed, and any
noncontrolling interest in the acquiree. It also provides disclosure
requirements to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. It is effective for fiscal
years beginning on or after December 15, 2008 and will be applied
prospectively. We are currently evaluating the impact of adopting SFAS
No. 141R on our consolidated financial statements. In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements  an amendment of ARB No. 51" ("SFAS
No. 160). SFAS No. 160 requires that ownership interests in subsidiaries held
by parties other than the parent, and the amount of consolidated net income, be
clearly identified, labeled, and presented in the consolidated financial
statements. It also requires once a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value. Sufficient disclosures are required to clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners. It is effective for fiscal years beginning on or after
December 15, 2008 and requires retroactive adoption of the presentation and
disclosure requirements for existing minority interests. All other requirements
shall be applied prospectively. We are currently evaluating the impact of
adopting SFAS No. 160 on our consolidated financial statements.  - 12 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008  2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  In
March 2008, FASB issued Financial Accounting Standards No. 161, Disclosure
about Derivative Instruments and Hedging Activities - an amendment to FASB
Statement No. 133. The use and complexity of derivative instruments and
hedging activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, do not provide adequate information about how derivative and
hedging activities affect an entitys financial position, financial performance,
and cash flows. Accordingly, this Statement requires enhanced disclosures about
an entitys derivative and hedging activities and thereby improves the
transparency of financial reporting. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008.  In
May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally
Accepted Accounting Principles.  This statement identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy).  This statement is effective 60
days following the SECs approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. In May 2008, the FASB issued Statement No. 163Accounting for
Financial Guarantee Insurance Contractsan interpretation of FASB Statement No.
60.The premium revenue recognition approach for a financial
guarantee insurance contract links premium revenue recognition to the amount of
insurance protection and the period in which it is provided. For purposes of
this statement, the amount of insurance protection provided is assumed to be a
function of the insured principal amount outstanding, since the premium received
requires the insurance enterprise to stand ready to protect holders of an
insured financial obligation from loss due to default over the period of the
insured financial obligation.  This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008.  In
April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of
Intangible Assets, (FSP 142-3). FSP 142-3 amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, Goodwill and
Other Intangible Assets. FSP 142-3 is effective for fiscal years beginning
after December 15, 2008. The Company does not expect the adoption of FSP 142-3
will have a material impact on the Companys consolidated financial position,
results of operations and cash flows.  In
June 2008, the FASB ratified EITF Issue No. 08-3, Accounting for Lessees for
Maintenance Deposits Under Lease Arrangements (EITF 08-3). EITF 08-3 provides
guidance for accounting for nonrefundable maintenance deposits. It also provides
revenue recognition accounting guidance for the lessor. EITF 08-3 is effective
for fiscal years beginning after December 15, 2008. The Company does not expect
the adoption of EITF Issue No. 08-3 will have a material impact on the Companys
consolidated financial position, results of operations and cash flows.   - 13 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008  3.    ACCOUNTS
RECEIVABLE  The receivables and allowance balances at March 31, 2009 and June
30, 2008are as follows:  March 31, 2009

June 30,2008Accounts
receivable

$
26,688,372

$
12,134,507Less:
allowance for doubtful accounts


-


-Accounts
receivable, net

$
26,688,372

$
12,134,507  4.    INVENTORIES  Inventories
are the unsold petroleum products purchased from various suppliers, and consist
of the following as of March 31, 2009 and June 30, 2008:  March
31,

June
30,2009

2008Diesel Oil
$
6,178,035
$
16,433,154Gasoline

5,010,878

12,619,687Solvent Oil

2,561,690

-Fuel Oil

619,864

-Less: allowances for slowing
moving items

-

-Total
$
14,370,467
$
29,052,841   5.    ADVANCE
TO SUPPLIERS  The
Company has made payments to unrelated suppliers in advance of receiving
products and services. The advance payments are meant to ensure preferential
pricing and delivery. The amounts advanced under such arrangements totaled $
37,307,230 and $ 28,327,067 as of March 31, 2009 and June 30, 2008.   6. CONSTRUCTION
IN PROGRESS  The
Company is currently building a new storage facility in Gujiao City which will
add 70,000 metric tons of storage capacity to serve Gujiao city and the
surrounding area. The cost is recorded to Construction in progress, and
transferred to property, plant and equipment when the improvement is completed
and the equipment is purchased.  30-Jun-08

Addition

Transferred to property,
plant and
equipment

Impact of foreign
currency exchange
rate

31-Mar-09Construction in
progress
$
-
$
23,852,728
$
0
$
0
$
23,852,728    - 14 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008  7.    PROPERTY,
PLANT AND EQUIPMENT  At
March 31, 2009 and June 30, 2008, property, plant and equipment, at cost,
consist of  June 30,
2008

Impact of
foreign currency exchange rate

Additions

March 31,
2009Land and buildings
$
2,052,874
$
7,632
$
102,435
$
2,162,941Machinery and production
equipment

4,454,536

16,595

1,888,448

6,359,579Total property, plant and
equipment

6,507,410

24,227

1,990,883

8,522,520Less: accumulated
depreciation

(3,870,084)

(14,385)

(289,411)

(4,173,880)Property, plant and equipment,
net
$
2,637,326
$
9,842
$
1,701,472
$
4,348,640  Depreciation
expense for the nine months ended March 31, 2009 was $289,411.   8.  TAXES PAYABLE  Taxes
payable consist of the following:  March 31, 2009

June 30, 2008Income tax
payable
$
1,729,289
$
1,190,002Value Added Tax
payable

1,335,198

963,178Business taxes
payable and others

349,507

302,043Total
$
3,413,994
$
2,455,223   9.  ACCRUED
PAYABLES  Other
current liabilities consist of the following:  March 31, 2009

June 30, 2008Accrued
salaries
$
15,277
$
15,221Accrued
staff welfare

252,855

230,518Accrued expenses and miscellaneous

417,545

552,697Total
$
685,677
$
798,436    - 15 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008   10.    INCOME
TAXES  (a)    
Corporation Income Tax (CIT)  The
Company is governed by the Income Tax Laws of the PRC. The PRC federal statutory
tax rate is 30% since January 1, 2008.  The
provision for income taxes for nine months ended March 31, 2009 is summarized as
follows:  2009Current






$
7,258,748Deferred







-$
7,258,748  (b)    
Value Added Tax (VAT)  In
accordance with the relevant taxation laws in the PRC, the normal VAT rate for
domestic sales is 5% to 17%, which is levied on the invoiced value of sales and
is payable by the purchaser. The Company is required to remit the VAT it
collects to the tax authority.  The
value added tax refundable presents the VAT that the Company paid for the
purchasing products and can be used to deduct the VAT related to the sale of
products.   - 16 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008  11.
   SEGMENT INFORMATION  For the three
months ended March 31, 2009AgencyProduct
sales

Service


TotalRevenues
$
   46,622,276

$
     3,097,818


$
    49,720,094Cost of revenues
$
   40,049,434

$
                    -


$
    40,049,434Gross profit
$
     6,572,842

$
     3,097,818


$
      9,670,660Income from operations
$
     5,863,916

$
     3,097,818


$
      8,961,734Total assets
$  116,185,426

$
                    -


$
  116,185,426Depreciation
$
          72,030

$
                    -


$
          72,030For the
three months ended March 31, 2008AgencyProduct
sales

Service


TotalRevenues
$
  30,213,210

$
      2,265,492


$
     32,478,702Cost of revenues
$
  22,180,278

$
         473,088


22,653,366Gross profit
$
    8,032,932

$
      1,792,404


$
      9,825,336Income from operations
$
    4,974,904

$
      1,792,404


$
       6,767,308Total assets
$
  90,272,687

$  
                   -


$
     90,272,687Depreciation
$
         89,964

$
                    -


$
            89,964  For the nine
months ended March 31, 2009AgencyProduct
sales

Service


TotalRevenues
$  139,308,969

$
      8,529,598


$
  147,838,567Cost of revenues
$  116,588,344

$
                     -


$
  116,588,344Gross profit
$
   22,720,625

$
      8,529,598


$
    31,250,223Income from operations
$
   19,801,553

$
      8,529,598


$
    28,331,151Total assets
$  116,185,426

$
                     -


$
  116,185,426Depreciation
$
         289,411

$
                     -


$
         289,411For the nine
months ended March 31, 2008AgencyProduct
sales

Service


TotalRevenues
$
   98,581,486

$
  10,115,682


$
  108,697,168Cost of revenues
$
   75,917,662

$
    1,269,204


$
     77,186,866Gross profit
$
   22,663,824

$
    8,846,478


$
    31,510,302Income from operations
$
   17,645,559

$
     8,846,478


$
    26,492,037Total assets
$
    90,272,687

$
                    -


$
      90,272,687Depreciation
$
        269,563

$
                   -


$
         269,563  - 17 -   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008  12.
   GEOGRAPHICAL INFORMATION  The Company's revenues by geographic destination are
analyzed as follows:  For the Three Months Ended March 31,2009

2008PRC
$
49,720,094
$
32,478,702Outside PRC

-

-Total
net revenues
$
49,720,094
$
32,478,702  For the nine Months Ended March 31,2009

2008PRC
$
147,838,567
$
108,697,168Outside PRC

-

-Total
net revenues
$
147,838,567
$
108,697,168  13.
   WARRANTS  On February 2, 2009 the company entered into an Amendment and
Settlement Agreement whereby the maturity date of the notes dated December 18,
2007 in the amount of $2,100,000 were extended to September 18, 2009.  In
consideration of extending the note the interest rate was changed from 4% to 8%
on an annual basis. Further, the exercise price of the Class A warrants was
changed from $.80 to an exercise price of $.70. These Class A warrants totaling
1,500,030 expire on December 18, 2012. In addition as part of the Settlement
agreement a Class B warrant in the amount of 1,200,000 was also granted to the
investors with an exercise price of $.70 The Class B warrants expire on February
2, 2014.  In using the Black-Scholes Calculation the company will have a
total expense of $1,528,180 for the life of the warrants.  The note was for
a period of 12 months expiring December 17, 2008. Each month expense would be
$127,348.   - 18 -   ITEM
 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  DISCLAIMER
REGARDING FORWARD LOOKING STATEMENTS  Certain
statements in this Form 10-Q, which are not statements of historical fact, are
what are known as "forward-looking statements," which are basically statements
about the future. For that reason, these statements involve risk and uncertainty
since no one can accurately predict the future. Words such as "plans,"
"intends," "hopes," "seeks," "anticipates," "expects," and the like, often
identify such forward looking statements, but are not the only indication that a
statement is a forward-looking statement. Such forward-looking statements
include statements concerning our plans and objectives with respect to our
present and future operations, and statements which express or imply that such
present and future operations will or may produce revenues, income or profits.
These and other factors may cause our actual results to differ materially from
any forward-looking statement.  We caution you not to place undue reliance
on these forward-looking statements.  Although we base these
forward-looking statements on our expectations, assumptions, and projections
about future events, actual events and results may differ materially, and our
expectations, assumptions, and projections may prove to be inaccurate. The
forward-looking statements speak only as of the date hereof, and we expressly
disclaim any obligation to publicly release the results of any revisions to
these forward-looking statements to reflect events or circumstances after the
date of this filing.  Overview  Longwei Petroleum Investment Holding Limited (we, us, our,
Longwei) was incorporated under the laws of the State of Colorado on March 17,
2000, under the name of Tabatha II, Inc. We changed our name to Longwei
Petroleum Investment Holding Limited on October 12, 2007. We were formed as a
blind pool or blank check company whose business plan was to seek to acquire
a business opportunity through completion of a merger, exchange of stock, or
other similar type of transaction. In furtherance of our business plan, we
voluntarily elected to become subject to the periodic reporting obligations of
the Securities Exchange Act of 1934 by filing a registration statement on Form
10-SB.  Prior to October 16, 2007, our only business activities were the
organizational activities described above, including registration under the
Securities Exchange Act of 1934, and efforts to locate a suitable business
opportunity for acquisition. On October 16, 2007, the date of the closing of the
Share Exchange, we acquired all of the issued and outstanding common stock of
Longwei Petroleum Investment Holding Limited (Longwei BVI), a British Virgin
Islands corporation incorporated on April 3, 2006.  Longwei BVI owns all of
the issued and outstanding stock of Taiyuan Yahua Energy Conversion Co., Ltd.
(Taiyuan Yahua), a Chinese limited liability company, which is in turn the
sole shareholder of Taiyuan Longwei Economy & Trading Co., Ltd. (Taiyuan
Longwei), a Chinese limited liability company.   We issued 69,000,000
shares in the share exchange transaction for 100% of the ownership of Longwei
BVI. As a result of the share exchange transaction, Longwei BVI and its
subsidiaries became our wholly owned subsidiaries.  Taiyuan Yahua was incorporated on August 11, 2006.  The
operating subsidiary, Taiyuan Longwei, is located in Taiyuan City, China, and
was established in 1995 as a Chinese limited liability company.  We
purchase diesel, gasoline, fuel oil and kerosene from various suppliers. As a
licensed intermediary, we seek to earn profits by buying diesel gasoline fuel
oil and kerosene at competitive prices and selling them to other wholesalers. In
addition, we also earn revenue by acting as a purchase agent where we charge an
agency fee, a fee which is charged to other wholesalers who do not have a
license to purchase directly from refineries.   The cost of our
products is largely dependent on the price of crude oil. The price of crude oil
is subject to fluctuation due to a variety of factors, all of which are beyond
our control. When sudden and significant increases occur in the cost of fuel and
lubricant products, we may not be able to pass on these increases through timely
price increases to our customers. The timing of passing these costs through to
our customers can significantly affect our margins. The affect of lower crude
oil prices, after the sale for a short time of higher priced inventory on hand
at the time of the price decrease, reduces the cost of the products which in
turn improves profit margins. Fuel oil is a liquid petroleum product that is
burned in a furnace or boiler for the generation of heat or used in an engine
for the  - 19 -   generation of power.  Solvents are unrefined petroleum
products used in paint, dry-cleaning solvents, solvents for cutback asphalts and
solvents for the rubber industry. We transport and market these products to
other wholesale buyers.  Our primary customers are large-scale gas
stations, which represent 60% of our sales and which are located in Taiyuan City
in the Shanxi Province of China.  They primarily buy diesel and gasoline.
 Our second largest group of customers is coal plants and power supply
companies which use our fuel oil for heat and power along with our solvents;
these comprise 30% of our business.  Our third largest customer is the
small, independent gas station which represents 10% of our total sales.
 These stations buy gasoline and diesel from us.  We currently have 14 storage tanks that allow us to store 50,000
metric tons of our products. In addition, we own our own rail system to
transport our products to our customers.  Further the company is expanding
its operations to Gujiao City. The company is adding 70,000 metric tons of
storage capacity. This facility will be used to service customers in Gujiao city
and the surrounding areas, thus expanding the company's market. Management hopes
to complete the project in one year as long as financial resources are
available.  We have been granted a Finish Oil Wholesale license which allows
our company to engage in the wholesale business of gasoline, fuel oil and diesel
oil.  This license is granted by the Peoples Republic of China.  In
addition, we also have a special license for Dangerous Chemical Products
Businesses that allows us to handle gasoline and diesel oil.  The Finish
Oil Wholesale License allows us to engage in the business of these products.
There is no expiration date on this license.  The Dangerous Chemical
Products Businesses license is renewed every three years.  The Peoples
Republic of Chinas constitution states that all mineral and oil resources
belong to the State.  Without these licenses, we would not be allowed to
sell our products.   Results of Operations  Revenue  The following table shows the different components comprising our
total revenue for the three months ending March 31, 2009 and March 31, 2008.  All amounts in thousands of U.S. dollars  Sales by Products
2009
% of total revenues
Volume of sales in thousands
2008
% of total revenues
Volume of sales in thousands(gallons)


(gallons)Diesel
Oil
23,056
46.4%
10,986
18,138
55.8%
7,003Gasoline
21,736
43.7%
8,739
8,607
26.5%
3,470Fuel
Oil
1,100
1.5%
617
2,307
7.1%
1,093Kerosene
730
2.2%
343
1,162
3.6%
540TOTALS
Petroleum Products
46,622
93.8%
20,685
30,214
93.0%
12,106Agency
Fee
3,098
6.2%

2,265
7.0%TOTAL
REVENUE
49,720
100%

32,479
100%    - 20 -   The following table shows the different components comprising our
total revenue for the nine months ending March 31, 2009 and March 31, 2008.  All amounts in thousands of U.S. dollars  Sales by Products
2009
% of total revenues
Volume of sales in thousands
2008
% of total revenues
Volume of sales in thousands(gallons)


(gallons)Diesel
Oil
75,608
51.1%
29,098
57,320
52.7%
24,157Gasoline
59,972
40.6%
22,006
31,041
28.6%
13,599Fuel
Oil
1,750
1.2%
1,221
5,695
5.2%
2,803Kerosene
1,979
1.3%
645
4,525
4.2%
2,222TOTALS
Petroleum Products
139,309
94.2%
52,970
98,581
90.7%
42,781Agency
Fee
8,530
5.8%

10,116
9.3%TOTAL
REVENUE
147,839
100%

108,697
100%  For the three months ended March 31, 2009, revenues were $49.720
million, an increase of $17.241 million or approximately 53.1% as compared to
$32.479 million for the same period in March 31, 2008. This increase was the
result of stronger overall demand for petroleum products.  Diesel sales
were $23.056 million or approximately 10.986 million gallons, an increase of $4.918
million and a increase of approximately 3.983 million gallons, in the three
months period year ending March 31, 2009, compared to $18.138 million or
approximately 7.003 million gallons for the three months ending March 31, 2008.
Gasoline sales were $21.736 million or approximately 8.739 million gallons, an
increase of $13.129 million or approximately 152.5% increase and an increase of
5.269 million gallons, compared to gasoline sales of $8.607 million or
approximately 3.470 million gallons for the three months ending March 31, 2008.
  This increase was mainly the result of greater purchases by our
existing customers, primarily power supply companies due to the continued growth
of Shanxi Province.  For the nine months ended March 31, 2009, revenues were $147.839
million, an increase of $39.142 million or approximately 36.0% as compared to
$108.697 million for the same period in March 31, 2008. This increase was the
result of stronger overall demand for petroleum products.  Diesel sales
were $75.608 million or approximately 29.098 million gallons, an increase of $18.288
million and an increase of  approximately 4.941 million gallons, in the
nine months period year ending March 31, 2009, compared to $57.320 million or
approximately 24.157 million gallons for the nine months ending March 31, 2008.
Gasoline sales were $59.972 million or approximately 22.006 million gallons, an
increase of $28.931 million or approximately 131.5% increase and an increase of
8.407 million gallons, compared to gasoline sales of $31.041 million or
approximately 13.599 million gallons for the nine months ending March 31, 2008.
  This increase was mainly the result of greater purchases by our
existing customers, primarily power supply companies due to the continued growth
of Shanxi Province. In addition, the increase of petroleum products for the nine
months ending March 31, 2009 was mainly due to the following factors: the
population in China in general has become wealthier; as a result, the demand for
petroleum has increased and the economy in Shanxi Province where the Company's
major customers are continued to experience growth. Management expects growth
for the fiscal year 2009 to remain strong due to (i) continued strong growth in
the China economy, (ii) a continued improvement in the wealth of its citizens,
and (iii) business strategy of increasing storage for our products.  For
the nine months ended March 31, 2009, 45 % of our customers were large-scale gas
stations located in Taiyuan City in the Shanxi Province, compared to 60% for the
nine months ended March 31, 2008.   Our second largest group of
customers is coal plants and power supply  - 21 -   companies which use our diesel, gasoline and fuel oil to generate
heat and power; this group provided 45% of our business in 2009 compared to 30%
in 2008. This group of customers will continue to remain strong as our local
economy continues to grow and new power plants are built. We anticipate that in
the fiscal year 2009 this group will represent 55% to 60% of our sales, as the
company will focus on this particular customer segment due to larger bulk sales.
Our third largest customer is the small, independent gas station which
represents 10% of our total sales.  These stations buy gasoline and diesel
from us.  This group will continue to remain strong as more cars are being
used for transportation in Shanxi Province.   Further the company is
expanding its operations to Gujiao City. The Company plans to add 70,000 metric
tons of storage capacity. This facility will be used to  service customers
in Gujiao City and the surrounding areas, thus expanding the Company's market.
Management hopes to complete the project in one year as long as financial
resources are available.  Agency fees were $3.098 million for the three months period ending
March 31, 2009 compared to $2.265 million for the three months ending March 31,
2008 a slight increase of .83 million.  Agency fee revenues were $8.530
million for the nine months ended March 31, 2009, compared to $10.116 million in
the same period of 2008.  The decrease of $1.586 million or approximately
15.7% was due to the expected decline in agency fees. Agency fees are fees from
companies not possessing the required license to buy direct from refineries.
  We purchase petroleum on their behalf and arrange delivery for them.
 The China government continues to grant licenses to other wholesalers to
buy direct. Thus, we anticipate that agency fees will be reduced further in the
future unless we are able to obtain new customers that want to go direct but do
not have the required license.  Cost of Goods Sold  Cost of goods sold for the three months ended March 31, 2009
increased by $17.396 million or 76.8 %, to $40.049 million as compared to
$22.653 million for the same quarter of 2008. This increase was mainly
attributable to the increase of sales revenue and a decrease in gross margins on
its petroleum products in the three month period.  Cost of goods sold for the nine months ended March 31, 2009
increased by $77.070 million or 99.8 %, to $116.588 million as compared to
$77.187 million for the nine months period March 31, 2008. This increase was
mainly attributable to the increase of sales revenue  The following table illustrates the items constituting our cost of
goods sold for the three months ending March 31, 2009 and March 31, 2008.  (All amounts, other than percentages, in thousands of U.S.
dollars)  Cost of
Goods
2009
% of total cost of goods sold
% of total cost of goods vs its revenue
2008
% of total cost of goods
% of total cost of goods vs revenueDiesel
Oil
20,269
50.6%
87.9%
13,739
60.6%
75.7%Gasoline
18,256
45.6%
84.0%
6,679
29.5%
77.6%Fuel
Oil
1,039
2.6%
94.4%
818
3.6%
35.4%Kerosene
485
1.2%
66.4%
944
4.2%
81.2%TOTAL
COST
Petroleum
Products
40,049
100%
85.9%
22,180
97.9%
73.4%Agency
Fee
0
0%
0%
473
2.1%
20.9%TOTAL
COST OF GOODS
40,049
100%

22,653
100%   - 22 -   The following table illustrates the items constituting our cost of
goods sold for the nine months ending March 31, 2009 and March 31, 2008.  (All amounts, other than percentages, in thousands of U.S.
dollars)  Cost
of Goods
2009
% of total cost of goods sold
% of total cost of goods vs its revenue
2008
% of total cost of goods
% of total cost of goods vs revenueDiesel
Oil
64,970
55.7%
85.9%
43,220
56.0%
75.4%Gasoline
48,395
41.5%
80.7%
25,149
32.6%
81.0%Fuel
Oil
1,614
1.4%
92.2%
3,626
4.7%
63.7%Kerosene
1,609
1.4%
81.3%
3,923
5.1%
86.7%TOTAL
COST
Petroleum
Products
116,588
100%
83.7%
75,918
98.4%
77.0%Agency
Fee
0
0%
0%
1,269
1.6%
12.5%TOTAL
COST OF GOODS
116,588
100%

77,187
100%  Gross
Profit Margin  Our
gross profit margin was 19.5% for the three months ended March 31, 2009,
compared to 30.3% for the three months ended March 31, 2008. The decrease was
the result of the gross margins on diesel  were approximately 12.1% for the
quarter ending March 31, 2009 compared to 24.3% in quarter ending March 31,
2008.  The gross margins on gasoline were approximately 16.0% in the
quarter ending March 31, 2009 compared to 22.4% for the same quarter in 2008,
improving by approximately 6.4%. The decrease of diesel and gasoline margins was
the result of the company locking in fuel prices where diesel prices decreased.
It is expected that gross margins will improve in the near future. The National
Development and Reform Commission of China announced on March 24, 2009 that the
retail prices of gasoline and diesel oil would be increased 290 RMB (US$42.43)
per ton, or 5.3 percent; and 180 RMB (US$26.34) per ton, or 3.7 percent,
respectively, as of March 25, 2009.  Longweis current fuel inventory is 25,980 metric tons. With the
estimated 4 to 5 percent increase on the prices of diesel and gasoline made by
the Chinese government, we expect our gross profits will be 5 percent higher for
the fourth quarter of fiscal 2009.  Our gross profit margin was 21.1% for the nine months ended March
31, 2009, compared to 29.0% for the nine months ended March 31, 2008. The
decrease was the result of the gross margins on diesel were approximately 14.1%
for the nine months ending March 31, 2009 compared to 24.6% in nine months
ending March 31, 2008.  The gross margins on gasoline were approximately
19.3% in the nine months period ending March 31, 2009 compared to 19.0% for the
same quarter in 2008, improving slightly. The decrease of diesel margins was the
result of the Company locking in fuel prices where diesel prices decreased.
 As mentioned above due to the recent increase in petroleum products we
expect are gross margins to improve in the fourth quarter.  The Company made advance to suppliers of approximately $37.307
million in the nine months ending March 31, 2009 compared to $28.327 million in
March 31, 2008. The risk associated with maintaining huge quantities of
inventory and amounts of advances to suppliers has the effect of locking in
prices.  We pay for fuel well in advance of the time we deliver commodities
and establish customer prices.  Therefore, our gross margins will vary
considerably from period to period, based on short-term prices of petroleum
products. Management does  - 23 -   not provide any type of hedging activity in order to reduce this
risk; however management monitors petroleum prices in an effort to maintain
profitability.  Selling General and Administrative Expenses  Selling, general and administrative expenses were $708,926 for the
three months ending March 31, 2009, as compared to $3,058,028 in the 2008 period
as a result of the expenditures and costs in 2008 associated with the transition
to becoming a public company including audits, legal and  various fees.  Selling, general and administrative expenses were $2.919 million
for the nine months ending March 31, 2009, a $2.099 million decrease, compared
to $5.018 for the same period in 2008.  The decrease for the nine month
period was due to the large upfront expenditures of becoming a public company in
March of 2008.  Depreciation and Amortization  Depreciation and amortization expenses were $92,735 for the
quarter ending March 31, 2009, an increase of $2,771 over the depreciation
expense of $89,964 for the quarter ending March 31, 2008.  Depreciation and amortization expenses were $289,411 for the nine
months ending March 31, 2009, a decrease of $19,848 over the depreciation
expense of $269,563 for the nine months ending March 31, 2008.  Income Tax Expenses  We incurred income tax expenses of $2,255,355 for the quarter
ending March 31, 2009, an increase of $567,319 or approximately 33.6%, versus
$1,688,036 for the quarter ending March 31, 2008 reflecting the increase in
profit. We incurred income tax expenses of $7,258,748 for the nine months ending
March 31, 2009, a decrease of $1,104,490 or approximately 13.2%, versus
$8,363,238 for the nine months ending March 31, 2008. The Company is governed by
the income tax laws of China. The China statutory tax rate is 30% and the local
tax rate is 3%.  Net Income  We earned a net income of $6.662 million for the quarter ended
March 31, 2009, an increase of $1.598 million or approximately 31.6% as compared
to $5064 million for the quarter ending March 31, 2008. This was primarily due
to the increase in sales of petroleum products especially to power supply
companies in the Shanxi Province during the quarter.  In the nine-month period ending March 31, 2009 net income was
$20.912 million, an increase of $2.778 million or approximately 15.3% as
compared to $18.134 million for nine month period ending March 31, 2008. This
was primarily due to the increase in sales of petroleum products especially to
power supply companies in the Shanxi Province during the period.  Net Income Margin  Net
income margin for the quarter ending March 31, 2009 was approximately 13.4%
compared to approximately 15.6% for the quarter ending March 31, 2008. This
decrease as described above was largely the result of lower profit margins on
gasoline products.  The National Development and Reform Commission of China
announced on March 24, 2009 that the retail prices of gasoline and diesel oil
would be increased 290 RMB (US$42.43) per ton, or 5.3 percent; and 180 RMB
(US$26.34) per ton, or 3.7 percent, respectively, as of March 25, 2009.
 With the estimated 4 to 5 percent increase on the prices of diesel and
gasoline made by the Chinese government, we expect our gross profits will be 5
percent higher for the fourth quarter of fiscal 2009 or approximately 18%.   - 24 -   Net income margin for the nine months ending March 31, 2009 was
approximately 14.1% compared to approximately 16.7% for the nine months ending
March 31, 2008. This decrease was the result of a decline in diesel profit
margins due to the company locking in prices well in advance prior to selling to
their customers. In addition, agency fee profit decreased by $1.586. As
mentioned above with the recent price increase management anticipates that net
income margin will be approximately 18% in the fourth quarter offsetting costs
associated with being a public company and the possible future declines in
agency fees.  Inflation  Inflationary factors such as increases in the cost of our product
and overhead costs may adversely affect our operating results. Although we do
not believe that inflation has had a material impact on our financial position
or results of operations to date, a high rate of inflation in the future may
have an adverse effect on our ability to maintain current levels of gross margin
and selling, general and administrative expenses as a percentage of net revenues
if the selling prices of our products do not increase with these increased
costs.  Foreign Currency Translation Adjustment  Our operating subsidiaries are located in China.  The
operating subsidiaries purchase all products and render services in China, and
receive payment from customers in China using RMB as the functional currency.
 We do not engage in currency hedging.  We incurred a foreign currency translation adjustment loss of
$149,874 for the quarter ending March 31, 2009 as compared with the foreign
currency translation adjustment gain of $3,076,127 for the quarter ending March
31, 2008. On July 21, 2005, China reformed its foreign currency exchange policy,
revalued RMB by 2.1 percent and allowed the RMB to appreciate as much as 0.3
percent per day against the U.S. dollar. We implemented different exchange rates
in translating RMB into U.S. dollars in our financial statements for the quarter
ending March 31, 2009. We used an exchange rate of 6.83 for assets and
liabilities and used the average exchange rate of 6.84 for revenues and
expenses, compared to the exchange rate of 7.02 in 2008 for assets and
liabilities and 7.16 as the average rate used in calculating revenue and
expenses. Historical exchange rates for shareholders equity were used.  Assets and liabilities are translated at exchange rates at the
balance sheet dates and revenue and expenses are translated at the average
exchange rates and shareholders equity is translated at historical exchange
rates. Any translation adjustments resulting are not included in determining net
income but are included in foreign exchange adjustment to other comprehensive
income, a component of stockholders equity.  If the RMB appreciates
against the U.S. dollar, revenue and expenses would be higher than they would
have been if there were no fluctuations in the currencies.  Conversely, if
the RMB depreciates against the U.S. dollar, revenue and expenses would be lower
than they would have been if there were no fluctuations in the currencies. The
exchange rates adopted are as follows for quarter ending March 31, 2009 and
March 31, 2008:  2009
2008Period
end RMB: exchange rate


6.83


7.02Average
period RMB: exchange rate


6.84


7.16  Liquidity and Capital Resources  As of March 31, 2009, we had cash and cash equivalents of
$9,617,989 compared to cash and cash equivalents in the beginning of the period
of $8,632,879. This was primarily the result of a decrease in inventories. The
following table provides detailed information about our net cash flow for the
nine month periods ending March 31, 2009 and 2008, respectively.  - 25 -    For the Nine months ended March  31,2009

2008Cash and cash equivalents, beginning of period

$
8,632,879

$
6,060,428Net cash provided (used in) operating activities

$
26,755,720

$
(7,119,168)Net cash (used in) investing activities


(25,843,611)


(17,353)Net cash provided by financing activities


-


2,100,000Effect of exchange rate, changes in cash


73,001


5,731,187Cash and cash equivalents, end of the period

$
9,617,989

$
6,755,094  Operating Activities:  Net cash provided in operating activities was
$26,755,720for the nine month period ending March 31, 2009,
compared in the net cash used of $7,119,168 for the nine months period ending
March 31, 2008. This was largely the result of decreases in inventory as a
result of strong demand for petroleum products. This was partially offset by
increases to advances to suppliers to increase inventory levels to meet demands
of our customers.  Investing Activities:  Net cash used in investing activities was $25,843,611 in the nine
months ending March 31, 2009 to build a new storage facility in Gujiao City.
This cash has been provided largely by the profitable operations of the company
and the raise of $2.1 million in December of 2008. This compares to net cash
used in investing activities of $17,353 in March 31, 2008.  Financing Activities:    The Company had no cash used in financing activities in the nine
month period ending March 31, 2009 compared to net cash used in financing
activities of $2,100,000 in the same period of March 2008.  Critical Accounting Policies  The preparation of financial statements, in conformity with
accounting principles generally accepted in the United States, requires our
management to make assumptions, estimates and judgments that affect the amounts
reported in the financial statements, including the notes thereto, and related
disclosures of commitments and contingencies, if any. We consider our critical
accounting policies to be those that require the more significant judgments and
estimates in the preparation of financial statements, including the following: Basis of Consolidation - The consolidated financial
statements of the Company and its subsidiaries are prepared in accordance with
accounting principles generally accepted in the United States of America and
include the accounts of the Company and its subsidiaries. All material
inter-company accounts and transactions have been eliminated in the
consolidation.  Inventories -Inventories are stated at the lower of cost, determined on a weighted
average basis, or net realizable value. Net realizable value is the estimated
selling price in the ordinary course of business less the estimated costs
necessary to make the sale.  When inventories are sold, their carrying amount is charged to
expense in the year in which the revenue is recognized. Write-downs for declines
in net realizable value or for losses of inventories are recognized as an
expense in the year the impairment or loss occurs. There were no declines in net
realizable value of inventory for the nine-month period ending March 31,
2009.  - 26 -   Revenue Recognition  The Company derives the bulk of its revenue from the trading of
gasoline, diesel, kerosene and fuel oil, and also has revenues from agency
service and transportation service.  In accordance with the Securities and Exchange Commission ("SEC")
Staff Accounting Bulletin No. 104, Revenue Recognition ("SAB 104"), the Company
recognizes revenue when the following fundamental criteria are met: (i)
persuasive evidence of an arrangement exists, (ii) delivery has occurred or
services have been rendered, (iii) the price to the customer is fixed or
determinable and (iv) collection of the resulting receivable is reasonably
assured.  Foreign Currency Translation - The functional currency of
the Company is RMB and RMB is not freely convertible into foreign currencies.
The Company maintains its financial statements in the functional currency.
Monetary assets and liabilities denominated in currencies other than the
functional currency are translated into the functional currency at rates of
exchange prevailing at the balance sheet date. Transactions denominated in
currencies other than the functional currency are translated into the functional
currency at the exchange rates prevailing at the dates of the transactions.
Exchange gains or losses arising from foreign currency transactions are included
in the determination of net income for the respective periods.  Use of Estimates-The preparation of the financial
statements in conformity with generally accepted accounting principles in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Management makes these estimates using the best information available at the
time the estimates are made; however actual results could differ materially from
those estimates.   Recent Accounting Pronouncements In
March 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS
No. 141R"). SFAS No. 141R amends SFAS 141 and provides revised
guidance for recognizing and measuring identifiable assets and goodwill
acquired, liabilities assumed, and any noncontrolling interest in the acquiree.
It also provides disclosure requirements to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. It is effective for fiscal years beginning on or after March 15,
2008 and will be applied prospectively. We are currently evaluating the impact
of adopting SFAS No. 141R on our consolidated financial statements. In
March 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements  an amendment of ARB No. 51" ("SFAS
No. 160). SFAS No. 160 requires that ownership interests in subsidiaries held
by parties other than the parent, and the amount of consolidated net income, be
clearly identified, labeled, and presented in the consolidated financial
statements. It also requires once a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value. Sufficient disclosures are required to clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners. It is effective for fiscal years beginning on or after
March  15, 2008 and requires retroactive adoption of the presentation and
disclosure requirements for existing minority interests. All other requirements
shall be applied prospectively. We are currently evaluating the impact of
adopting SFAS No. 160 on our consolidated financial statements. In
March 2008, FASB issued Financial Accounting Standards No. 161, Disclosure
about Derivative Instruments and Hedging Activities - an amendment to FASB
Statement No. 133. The use and complexity of derivative instruments and
hedging activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, do not provide adequate information about how derivative and
hedging activities affect an entitys financial position, financial performance,
and cash flows. Accordingly, this Statement requires enhanced disclosures about
an entitys derivative and hedging activities and thereby improves the
transparency of financial reporting. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008.  - 27 -   In
May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally
Accepted Accounting Principles.  This statement identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy).  This statement is effective 60
days following the SECs approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  In May 2008, the FASB issued Statement No. 163Accounting for
Financial Guarantee Insurance Contractsan interpretation of FASB Statement No.
60.The premium revenue recognition approach for a financial
guarantee insurance contract links premium revenue recognition to the amount of
insurance protection and the period in which it is provided. For purposes of
this statement, the amount of insurance protection provided is assumed to be a
function of the insured principal amount outstanding, since the premium received
requires the insurance enterprise to stand ready to protect holders of an
insured financial obligation from loss due to default over the period of the
insured financial obligation.  This Statement is effective for financial
statements issued for fiscal years beginning after March 15, 2008.  Seasonality  Our operating results and operating cash flows historically have
been subject to seasonal variations. Our revenues are usually higher in the
first half of the year than in the second half of the year because of the
increased demand for gasoline and diesel during and around the Chinese spring
festival.  Off-Balance Sheet Arrangements  We do not have any off-balance sheet arrangements.     - 28 -   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK  Interest Rate Risk  The Company deposits surplus funds with Chinese banks earning
daily interest. The Company does not invest in any instruments for trading
purposes. The Companys operations are not sensitive to fluctuations in interest
rates.  Foreign Exchange Risk  While our reporting currency is the U.S. Dollar, all of our
consolidated revenues and consolidated costs and expenses are denominated in
RMB. All of our assets are denominated in RMB. As a result, we are exposed to
foreign exchange risk as our revenues and results of operations may be affected
by fluctuations in the exchange rate between U.S. Dollars and RMB. If the RMB
depreciates against the U.S. Dollar, the value of our RMB revenues, earnings and
assets as expressed in our U.S. Dollar financial statements will decline. We
have not entered into any hedging transactions in an effort to reduce our
exposure to foreign exchange risk.  Inflation  Inflationary factors such as increases in the cost of our product
and overhead costs may adversely affect our operating results. Although we do
not believe that inflation has had a material impact on our financial position
or results of operations to date, a high rate of inflation in the future may
have an adverse effect on our ability to maintain current levels of gross margin
and selling, general and administrative expenses as a percentage of net revenues
if the selling prices of our products do not increase with these increased
costs.  Commodity Risk  There is uncertainty related to the Chinese government's ability
and/or willingness to subsidize Company operations in a declining market.
 Additionally, the risk associated with maintaining large quantities of
inventory and amounts of advances to suppliers has the effect of locking in
prices the Company pays for fuel well in advance of the time we deliver the
commodities and establish customer pricing.  A dip in short-term prices in
fuel costs will result in declining profits for the Company, which will affect
the Company's ability to purchase future petroleum products and make advances to
suppliers, since the Company uses its cash to purchase inventory and increase
advances to suppliers. We manage our exposure in the following ways: if the
price of petroleum declines significantly, the Company will buy additional
petroleum inventory to provide a lower average cost.  Purchase of petroleum
products from refineries has a fixed price based on volume. The price will be
properly adjusted by the refinery in light of the market if there should be
significant changes in the price of oil.  The refineries in China are under
the control of the Chinese government. Therefore, our market risk is limited as
a result of the control by the Chinese government.At the present time, the Chinese government is not concerned with gross
margins on services such as agency fees.  The Chinese government allows the
market to determine prices. In the event that the company exceeds the unofficial
guideline of 40% consolidated gross margins the impact of agency fees would be
taken into account and deducted from total gross margins in determining if this
limit has been exceeded. There is no indication that these policies will change
in the future regarding any type of guidelines for agency fees gross
profits.   - 29 -   CORPORATE STRUCTURE  The chart below depicts our corporate structure. As depicted below, we own 100% of the capital stock of Longwei
BVI.  Longwei BVI, incorporated in the British Virgin Islands in April
2006, owns 100% of the capital stock of Taiyuan Yahua, and Taiyuan Yahua owns
100% of the capital stock of Taiyuan Longwei, the operating subsidiary.  Taiyuan Yahua was established in August 2006 as a
Chinese limited liability company.  Taiyuan Longwei was established as a
Chinese limited liability company in July 1995.  As of October 16, 2007,
the date of the closing of the Share Exchange Agreement, all of our operations
are conducted by and through Taiyuan Longwei.  [corpstructures1.gif]  - 30 -   ITEM
4T. CONTROLS
AND PROCEDURES  The
Securities and Exchange Commission defines the term disclosure controls and
procedures to mean a company's controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed in the reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the issuers management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.  The Company maintains such a system of controls and procedures
in an effort to ensure that all information which it is required to disclose in
the reports it files under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified under the
SEC's rules and forms and that information required to be disclosed is
accumulated and communicated to principal executive and principal financial
officers to allow timely decisions regarding disclosure. As
of the end of the period covered by this report, we carried out an evaluation,
under the supervision and with the participation of our chief executive officer
and principal accounting officer, of the effectiveness of the design and
operation of our disclosure controls and procedures.  Based on this
evaluation, our chief executive officer and principal accounting officer
concluded that our disclosure controls and procedures are designed to provide
reasonable assurance of achieving the objectives of timely alerting them to
material information required to be included in our periodic SEC reports and of
ensuring that such information is recorded, processed, summarized and reported
with the time periods specified.  Our chief executive officer and principal
accounting officer also concluded that our disclosure controls and procedures
were effective as of March 31, 2009 to provide reasonable assurance of the
achievement of these objectives.  There
was no change in the Company's internal control over financial reporting during
the nine-month period ended March 31, 2009, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.     - 31 -   PART
II.  OTHER INFORMATION  Item
1. Legal
Proceedings None   Item 1A. Risk Factors  We face risks in operating our business, including risks that may
prevent us from achieving our business objectives or that may adversely affect
our business, financial condition and operating results. Risks relating to our
business and industry include, among others: our ability to attract new
customers; our ability to maintain our gross margin of petroleum products and
petroleum product purchases, and competition and competitive factors in the
markets in which we compete.  There are no material changes to the risk
factors previously disclosed in the Company's last annual report on Form
10-K.  Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds None  Item
3. Defaults
upon Senior Securities None  Item
4. Submission
of Matters to a Vote of Security Holders None  Item
5. Other
Information None      - 32 -   Item
6. Exhibits  The
following exhibits are filed herewith:  3(i) Articles
of Incorporation (incorporated by reference from Registration Statement on Form
3(i) Articles of Incorporation (incorporated by reference from Registration
Statement on Form 10-SB filed with the Securities and Exchange Commission on
October 11, 2000).  3(ii) Bylaws
(incorporated by reference from Registration Statement on Form 10-SB filed with
the Securities and Exchange Commission on October 11, 2000).  31.1 Certifications
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.  31.2 Certifications
pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.  32.1 Certifications
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.  32.2 Certifications
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.     - 33 -   SIGNATURES  Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be singed on its behalf by the undersigned thereunto
duly authorized.   LONGWEI
PETROLEUM INVESTMENT HOLDING LIMITED    By:
/s/ Cai Yongjun, Chief Executive Officer (duly authorized officer)  Date:
 May 14, 2009  By:
/s/ Wang Junping, Chief Financial Officer (principal accounting and financial
officer)  Date:
 May 14, 2009            - 34 -