UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form
10-QSB/A   X
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the
quarter ended March 31, 2008  _
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the
transition period from ____ to _____   LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED (Name of small business issuer 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  Check whether the
issuer (1) 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 ____  Applicable only to
issuers involved in bankruptcy proceedings during the past five years:  Check whether the
issuer has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a
plan confirmed by a court. Yes _ No  Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) Yes    NoX  Applicable only to
corporate issuers:  State the number of
shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 75,000,000as of
May 16, 2008.  Transitional Small
Business Disclosure Format (Check one): Yes __ No X   - 1 -    We are filing this amendment on Form 10-QSB to indicate that we are not a shell company.   PART
1 - FINANCIAL INFORMATION    ITEM
1. FINANCIAL
STATEMENTS  (a) The
unaudited financial statements of registrant for nine months ended March 31,
2008, 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.               - 2 -     INDEX   PART 1 - FINANCIAL INFORMATION 2 ITEM 1. FINANCIAL STATEMENTS 2 BALANCE SHEETS AS OF MARCH 31,2008 AND JUNE 30, 2007 4 UNAUDITED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 5 UNAUDITED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 6 UNAUDITED
STATEMENTS OF CASH FLOWS 7 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS 8                - 3 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED  BALANCE SHEETS AS
OF MARCH 31, 2008 AND JUNE 30, 2007   March 31, 2008


June 30, 2007(Unaudited)ASSETSCurrent
assets:Cash
and cash equivalents

$
6,755,094

$
6,060,428Accounts
receivable


15,469,222


4,908,673Inventories


23,616,871


17,920,559Advance
to suppliers


41,990,703


27,684,387Prepaid
taxes


-


1,475,158Total current
assets


87,831,890


58,049,205Property, plant
and equipment, net


2,440,797


2,693,006Total
assets

$
90,272,687

$
60,742,211LIABILITIES
AND STOCKHOLDERS EQUITYCurrent
liabilities:Accounts
payable

$
6,823

$
460Convertible
notes payable, net of discount of $997,758 and $0, respectively


1,104,974


-Advance
from customers


1,415,444


1,739,159Taxes
payable


4,106,679


1,111,332Other
current liabilities


501,869


147,455Total current
liabilities


7,135,789


2,998,406Total
liabilities


7,135,789


2,998,406STOCKHOLDERS
EQUITYCommon Stock;
no par value, 100,000,000 shares authorized, 75,000,000 and 69,000,000
shares issued and outstanding as of 03/31/08 and 06/30/07,
respectively


6,151,294


6,053,269Additional
paid-in capital


1,528,180


-Retained
earnings


66,175,755


48,138,759Accumulated
other comprehensive income


9,281,669


3,551,777Total
stockholders equity


83,136,898


57,743,805Total
liabilities and stockholders equity

$
90,272,687

$
60,742,211   See
accompanying notes to the financial statements    - 4 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED  UNAUDITED
STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME FOR THREE MONTHS AND NINE MONTHSENDED MARCH 31, 2008 AND 2007   Three months ended March
31,

Nine months ended March
31,2008


2007


2008


2007Net revenues:Product sales
$
30,213,210

$
13,539,605

$
98,581,486

$
65,323,108Agency service

2,265,492


1,487,818


10,115,682


5,915,31132,478,702


15,027,423


108,697,168


71,238,419Cost of revenuesProduct sales

22,180,278


12,153,524


75,917,662


54,036,863Agency service

473,088


110,136


1,269,204


890,41922,653,366


12,263,660


77,186,866


54,927,282Gross profit

9,825,336


2,763,763


31,510,302


16,311,137Operating ExpensesSalaries

93,336


48,073


202,998


96,463Other selling,
general and administrative expenses

2,964,692


201,785


4,815,267


754,2003,058,028


249,858


5,018,265


850,663Operating profit

6,767,308


2,513,905


26,492,037


15,460,474Other income and (expenses)Interest income

6,303


58,824


29,157


137,815Interest expense

(21,466)


(90)


(24,228)


(90)Financial costOther income/(expense)

(15,163)


58,734


4,929


137,725Income before income taxes

6,752,145


2,572,639


26,496,966


15,598,199Income taxes

(1,688,036)


(848,971)


(8,363,238)


(5,125,163)Net income

5,064,109


1,723,668


18,133,728


10,473,036Other comprehensive incomeForeign currency
translation adjustment

3,076,127


452,555


5,729,892


1,534,797Comprehensive income
$
8,140,236

$
2,176,223

$
23,863,620

$
12,007,833Basic net income per share
$
0.07

$
0.02

$
0.25

$
0.15Weighted average number of shares
outstanding

75,000,000


69,000,000


72,643,636


69,000,000Diluted net income per share
$
0.07

$
0.02

$
0.25

$
0.15Diluted weighted average number of shares
outstanding

76,500,000


69,000,000


73,210,909


69,000,000  See accompanying notes to the financial
statements    - 5 -      LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED  UNAUDITED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED MARCH 31,
2008   Common stock
shares

Common stock amount

Additional paid-in capital

Retained earnings


Accumulated other
comprehensive income


Total stockholders equityBalance at June 30, 2007
69,000,000
$
6,053,269
$
-
$
48,138,759

$
3,551,777

$
57,743,805Recapitalization
6,000,000

98,025

-

(96,732)


-


1,293Warrants issued with convertible debt
-

-

1,528,180

-


-


1,528,180Net income for the period
-

-

-

18,133,728


-


18,133,728Foreign currency translation
adjustment
-

-

-

-


5,729,892


5,729,892Balance at March 31,2008
75,000,000
$
6,151,294
$
1,528,180
$
66,175,755

$
9,281,669

$
83,136,898              See
accompanying notes to the financial statements   - 6 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED UNAUDITED STATEMENTS OF CASH
FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 2008
AND 2007    Nine months ended March 31,2008


2007Operating
activitiesNet
income





$
18,133,728

$
10,473,036Adjustments to
reconcile net income from operations to net cash used in operating
activities:Depreciation






269,563


254,685Warrant
expense






1,528,180


-Accrued
interest






(995,026)


-Accounts
receivable






(10,560,551)


2,351,257Inventory






(5,696,312)


10,604,174Advance
to suppliers






(14,306,316)


(6,905,888)Prepaid
taxes






1,475,158


161,696Other
current assets






-


-Accounts
payable






240,502


(2,678,340)Advance
from customers






(323,715)


(3,754,693)Taxes
payable






2,995,347


592,686Other
current liabilities






120,274


94,383Net cash
provided by (used in) operating activities






(7,119,168)


11,192,996Investing
activitiesPurchase
of equipment






(17,353)


-Net cash used in
investing activities






(17,353)


-Financing
activitiesProceeds
from the issuance of the convertible notes






2,100,000


-Payment
for share issuance cost






-


-Net cash used in
financing  activities




2,100,000

-Effect of
exchange rate changes in cash






5,731,187


1,534,797Net increase
(decrease) in cash and cash equivalents






694,666


12,727,793Cash and cash
equivalents, beginning of the period






6,060,428


23,543,747Cash and cash
equivalents, end of the period





$
6,755,094

$
36,271,540Supplemental
disclosure of cash flow informationCash paid during
the period:Income taxes
paid





$
6,005,048

$
7,049,037        See
accompanying notes to the financial statements     - 7 -       LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED  NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007   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. These financial statements should be read in conjunction with
the audited financial statements at June 30, 2007 as filed in the Company Form
S-1 filed with the Commission on December 22, 2007.  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 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.   - 8 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007 ****  Description of
Business - 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 then 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.   2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES  (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.   - 9 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007  (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.   - 10 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007   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, 2008.  (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 three months ended March 31, 2008.  (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. Management estimates that
the carrying amounts of the non related party financial instruments approximate
their fair values due to their short-term nature.  - 11 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007   2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  (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 collectibility 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 RMB and RMB is
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.  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 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 shareholders 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 appreciates 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:  2008Period
end RMB exchange rate


7.02Average
period RMB exchange rate


7.16  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.    - 12 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007   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 December 30, 2007, since
nearly all differences in tax bases and financial statement carrying values are
permanent differences.  (o)    Recent
Accounting Pronouncements  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities
to choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. SFAS No. 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between entities that choose
different measurement attributes for similar types of assets and liabilities.
SFAS No. 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and will become effective for the Company
beginning with the first quarter of 2008. The Company has not yet determined the
impact of the adoption of SFAS No. 159 on its financial statements and footnote
disclosures.  In February 2006, the Financial Accounting Standards Board
(FASB) issued SFAS No. 155, "Accounting for Certain Hybrid Financial
Instruments." SFAS No. 155 amends SFAS No. 133 and 140. The statement applies to
certain hybrid financial instruments, which are instruments that contain
embedded derivatives. The new standard establishes a requirement to evaluate
beneficial interests in securitized financial assets to determine if the
interests represent freestanding derivatives or are hybrid financial instruments
containing embedded derivatives requiring bifurcation. This new standard also
permits an election for fair value re-measurement of any hybrid financial
instrument containing an embedded derivative that otherwise would require
bifurcation under SFAS No. 133. The fair value election can be applied on an
instrument-by-instrument basis to existing instruments at the date of adoption
and can be applied to new instruments on a prospective basis. SFAS No. 155 shall
be effective for all financial instruments acquired, issued, or subject to a
remeasurement (new basis) event occurring after the beginning of first fiscal
year that begins after September 15, 2006. It is not expected that SFAS No. 155
will have a material effect on the Company's financial position or results of
operations.    - 13 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007  In
June 2006, the Financial Accounting Standards Board (FASB) issued
interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes.
 FIN 48 prescribes detailed guidance for the financial statement
recognition, measurement and disclosure of uncertain tax positions recognized in
an enterprises financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes.  Tax positions must meet a
more-likely-than-not recognition threshold at the effective date to be
recognized upon the adoption of FIN 48 and in subsequent periods.  FIN 48
will be effective for fiscal years beginning after December 15, 2006 and the
provisions of FIN 48 will be applied to all tax positions under Statement No.
109 upon initial adoption.  The cumulative effect of applying the
provisions of this interpretation will be reported as an adjustment to the
opening balance of retained earnings for that fiscal year.  The Company
will adopt FIN 48 effective from July 1, 2007  In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No.
157). SFAS No. 157 establishes a framework for measuring fair value and expands
disclosures about fair value measurements. The changes to current practice
resulting from the application of SFAS No. 157 relate to the definition of fair
value, the methods used to measure fair value and the expanded disclosures about
fair value measurement. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years. The
Company does not believe that the adoption of the provisions of SFAS No. 157
will materially impact its financial position or results of operations  3.    ACCOUNTS
RECEIVABLE  The receivables and allowance balances at March 31, 2008 and
December 31, 2007 are as follows:  March 31, 2008

June 30,  2007Accounts
receivable

$
15,469,222

$
4,908,673Less:
allowance for doubtful accounts





-Accounts
receivable, net

$
15,469,222

$
4,908,673   4.    INVENTORIES  Inventories
are the unsold petroleum products purchased from various suppliers, and consist
of the following as of March 31, 2008 and December 31, 2007:  March 31,

June 30,2008

2007Diesel
Oil
$
4,454,816
$
10,982,628Gasoline

17,296,618

3,998,679Fuel Oil

1,050,437

2,516,115White
Spirit

815,000

423,137Less:
allowances for slowing moving items

-

-Total
$
23,616,871
$
17,920,559   - 14 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007   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 $ 44,224,639 as of March 31, 2008.  6.
   PREPPAID TAXES  Prepaid
taxes consist of the following:  March 31,

June 30,2008

2007Value
added tax
$
-
$
1,346,883Other
tax refundable

-

128,275Total
$
-
$
1,475,158   7.    PROPERTY,
PLANT AND EQUIPMENT  At
December 31 and June 30, 2007, property, plant and equipment, at cost, consist
of  March 31, 2008

June 30, 2007Land and buildings

$
1,850,284

$
1,850,284Machinery and production equipment


2,520,062


2,518,800Railway


1,298,292


1,298,292Motor vehicles


186,920


170,828Total property, plant and equipment


5,855,558


5,838,204Less: accumulated depreciation


(3,414,761)


(3,145,198)Property, plant and equipment, net

$
2,440,797

$
2,693,006  Depreciation
expense for the nine months ended March 31, 2008 was $269,563.   8.
 TAXES PAYABLE  Taxes payable consist of the following:  March 31,

June 30,2008

2007Income tax payable
$
2,045,312
$
987,666Business taxes payable and others

2,061,367

123,666Total
$
4,106,679
$
1,111,332    - 15 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007   9.
 OTHER CURRENT LIABILITIES  Other current liabilities consist of the following:  March 31,

June 30,2008

2007Accrued
salaries
$
8,876
$
18,187Accrued staff
welfare

208,912

129,268Accrued expenses and miscellaneous

284,081

-Total
$
501,869
$
147,455   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 25% since January 1, 2008.  The provision for income taxes for three months ended March 31,
2008 is summarized as follows:  2008Current







$
1,688,036Deferred








-$
1,688,036
  (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 CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007    11.
   SEGMENT INFORMATION  For 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

$
                    -


$
          89,964For the three months ended March 31,
2007AgencyProduct sales

Service


TotalRevenues
$
   13,539,605

$
     1,487,818


$   15,027,422Cost of revenues
$
   12,153,524

$
        110,136


$   12,263,660Gross profit
$
     1,386,080

$
     1,377,682


$     2,763,762Income from operations
$
      1,136,222

$
     1,377,682


$
      2,513,904Total assets
$
    59,589,833

$
                   -


$
    59,589,833Depreciation
$
           84,895

$
                   -


$
           84,895For 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

$
                  -


$
         269,563For the nine months ended March 31, 2007AgencyProduct sales

Service


TotalRevenues
$   65,323,108

$
     5,915,311


$    71,238,419Cost of revenues
$   54,036,863

$
        890,419


$    54,927,282Gross profit
$   11,286,245

$
     5,024,892


$    16,311,137Income from operations
$   10,435,582

$
     5,024,892


$    15,460,474Total assets
$   59,589,833

$
               -


$    59,589,833Depreciation
$
       254,685

$
               -


$
        254,685  - 17 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR
THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007   12.
   GEOGRAPHICAL INFORMATION  The Company's revenues by geographic destination are
analyzed as follows:  For the Three Months Ended March 31,2008

2007PRC
$
32,478,702
$
15,027,422Outside PRC

-

-Total net
revenues
$
32,478,702
$
15,027,422  For the Nine Months Ended March 31,2008

2007PRC
$
108,697,168
$
71,238,419Outside PRC

-

-Total net
revenues
$
108,697,168
$
71,238,419  13.
   WARRANTS  We
completed a convertible note on December 18, 2007, in the amount of $2,100,000
at an interest rate of 4% per annum, with a conversion feature of $0.70 per
share (the conversion price) at the option of the investor.  Additionally,
warrants were granted at an exercise price of $0.80.  The period for the
conversion of the warrants is three years from the date of effectiveness of this
registration statement. The convertible note will give the Company $2,100,000.
After disbursement of fees and expenses, the Company netted $1,800,000.
 Additionally, if all of the warrants are exercised, the Company will
receive $1,200,000.  In using the Black- Scholes Calculation the company
will have a total expense of $1,528,180 for the life of the warrants. Each month
expense would be $127,378.     - 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-QSB, 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  - 19 -   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 then 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.  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  Revenue for the quarter ending March 31, 2008 was $32,478,702, an
increase of $17,451,280 or approximately 116% as compared to $15,027,422 for the
quarter ending March 31, 2007. This increase was due to the addition of several
new gas station accounts, an increase of agency fees of $777,674 or an increase
of 52.3% and an increase of revenues at its company owned gas station of
$489,204. Agency fees for the quarter ending March 31, 2008 were $2,265,492 as
compared to agency fees of $1,487,818 in the quarter of 2007.  Revenue at
its gas station was $1,520,770 for the quarter ending March 31, 2008 compared to
sales of $1,031,566 in the same quarter of 2007 or an increase of 47% over
March, 2007. In addition in the March 31, 2007 quarter, two of the largest
customers, Taiyuan Yanyu Oil Supply Company Limited and Taiyuan City XiShan
Gujiao Material and Oil Storage Labor Service Departments representing
approximately $8 million dollars in revenues, was shipped earlier than required
by the customers and was reflected in the second quarter, December 31, 2007
quarterly financial results. For nine months ending March 31, 2008, revenues
were $108,697,168, an increase of $60,368,703 or approximately 84.7% as compared
to $71,238,419 for the same period in March 31, 2007. This increase was the
result of additionally new gas stations accounts, increase sales at its
company-owned gas stations and stronger overall demand for petroleum products.
 Diesel sales were $55,315,113 an increase of $19,733,097 or approximately
55.5% in the nine month period compared to $35,582,016 in the nine month period
ending March 31, 2007. Gasoline sales were $32,561,668, an increase of
$11,214,567 or approximately 52.5% compared to gasoline sales of $21,347,101 in
nine month ending March 31, 2007.   Further, revenues for the nine
month ending March 31, 2008 was $4,562,310 compared to revenue of $3,094,698 or
an increase of $1,4676,612 or an increase of approximately 47.4%. In addition
the increase was the result of agency fees increase of $4,200,371 or an increase
of approximately 71.0% to $10,115,682 in March, 2008 compared to agency revenues
of $5,915,311 for the nine month period March of 2007. Agency fees increased due
to the addition of several new gas 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 in the future unless we are able to obtain new customers
that want to go direct but do not have the required license.  The increase
of petroleum products for the six month period was mainly due to the following
factors:  the  - 20 -   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 in 2008 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.  Cost of Goods Sold  Cost of goods sold for the quarter ending March 31, 2008 increased
by $10,389,706 or 84.7% to $22,653,366 as compared to $12,263,660 for the three
month period in March of 2007. This increase was the result of greater sales.
For the nine month period ending March 31, 2008 costs of goods sold was
$77,186,866 or an increase of approximately $22,259,584 or approximately 40.5%
as compared to costs of goods for March 31, 2007 of $54,927,282. This increase
was mainly attributable to the increase of sales revenue.  Gross Profit Margin  Our gross profit margin was 30.2% compared to 18.4% for the three
months ending March 31, 2008 and 2007, respectively. The increase in gross
margin of 11.8% was the result of an increase in gross margins on diesel from
10.7% in three months ending March 31, 2007 to 30.2% in three months ending
March 31, 2008. Additionally, the gross margins on gasoline went from 10.3% in
three months ending March 31, 2007 to 22.4% in three months ending March 31,
2008. The increase was the result of strong demand for fuels and a jump in
prices of fuel of approximately 13% during the period. Our gross profit margin
for the nine month period was 32.3% compared to approximately 22.9% for the nine
month period ending March, 2007. The increase in gross margin of 9.4% was the
result of an increase in gross margins on diesel from 19.6% in nine months
ending March 31, 2007 to 24% in nine months ending March 31, 2008. Additionally,
the gross margins on gasoline went from 15.1% in nine months ending March 31,
2007 to 22.3% in nine months ending March 31, 2008. The increase was the result
of strong demand for fuels and a jump in prices of fuel of approximately 7%
during the period.  Selling General and Administrative Expenses  Selling, general and administrative expenses were $3,058,028 for
the quarter ending March 31, 2008, an $2,808,170 increase, compared to $249,858
for the same period in 2007.  For the nine month period ending March 31,
2008 selling, general and administrative expenses were $5,018,265 or an increase
of $4,167,602 or approximately 490%, compared to $850,663 for the same period in
2007.  The increases for both the three month and nine month period was due
to the increased costs associated with the recapitalization of the company
between Longwei Petroleum Investment Holding and Tabatha II, and the addition of
15 new sales personnel and staff to support the companys growth.  Depreciation and Amortization  Depreciation and amortization expenses were $89,964 for the
quarter ending March 31, 2008, an increase of $5,069 over the depreciation
expense of $84,895 for the quarter ending March 31, 2007. For the nine month
period ending March 31, 2008 depreciation was $269,563 compared to $254,685 for
the period ending March 31, 2007. This is an increase of $9,809 or approximately
5.8% for the nine month period.  Income Tax Expenses  We incurred income tax expenses of $1,688,036 for the quarter
ending March 31, 2008, an increase of $839,065 or approximately 98.8%, versus
$848,971 for the quarter ending March 31, 2008. For the nine month period income
taxes were $8,363,238 or an increase of $3,238,075 or approximately 63.2%
compared to $5,125,163 in the same period of 2007. 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%.  The increase of taxes in both the three and six month
period was attributable to the increase in profit of the Company.  - 21 -    On March 16, 2007, in its fifth plenary session, the National
Peoples Congress of the PRC determined to adopt a new corporate income tax law.
The new corporate income tax law unifies the application scope, tax rate, tax
deduction and preferential policy for both domestic and foreign-invested
enterprises.  The new corporate income tax law will be effective on January
1, 2008.   As the implementation detail has not yet been announced, we
cannot be sure of the potential impact of such new corporate income tax law on
our financial position and operating results.  Net Income  We earned a net income of $5,064,109 for the quarter ended March
31, 2008, an increase of $3,340,441 or approximately 193.7% as compared to
$1,723,668 for the quarter ending March 31, 2007. In the March 31, 2007 quarter,
two of the largest customers, Taiyuan Yanyu Oil Supply Company Limited and
Taiyuan City XiShan Gujiao Material and Oil Storage Labor Service Departments,
representing approximately $8 million dollars in revenues and $2,416,000 in net
income, was shipped earlier than required by the customers and was reflected in
the second quarter, December 31, 2007 quarterly financial results. Additionally
the increase was due to the greater profitability of agency fees which increased
$414,722 or an increase of 30.1% as compared to agency profit of $1,794,404 in
quarter ending March 31, 2008 compared to gross profit of $1,377,682 in the
quarter of 2007.  For the nine month period we earned a net income of
$18,133,728, an increase of $7,660,620 or approximately 73.1% as compared to
$10,473,036  This increase was the result of increase in prices of
petroleum products and the profit that was realized by purchasing some of our
inventory 30 to 60 days in advance of petroleum price increases. The price
increase was passed to our customers as the result of greater demand.  Additionally, agency fees profit increase of $3,821,586 or an
increase of  approximately 76.1% or $8,846,478  for the nine month
period ending  March  31, 2008 compared to agency profit of $5,024,892
for the nine month period ending March 31, 2007.  Net Income Margin  Net income margin for the quarter ending March 31, 2008 was
approximately 15.5% compared to approximately 11.4% for the quarter ending March
31, 2007. This increase was the result of increase in prices of petroleum
products and the profit that was realized by purchasing some of our inventory 30
to 60 days in advance of petroleum price increases. The price increase was
passed to our customers as the result of greater demand.  For the nine month period net income margin was 16.7%
compared to approximately 14.7%, an increase of 2.0%. The main reason for the
increase was due to the increase in  demand and agency fees described
above. Management believes that our future net income margin may decrease
between 2 to 3 percent due to the increase of costs associated with being a
public company and a possible decline 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.  - 22 -   We incurred a foreign currency translation adjustment of
$3,076,127 for the quarter ending March 31, 2008 as compared with the foreign
currency translation adjustment of $452,555 for the quarter ending March 31,
2007. For the nine month period ending March 31, 2008 we incurred a foreign
currency translation adjustment of $5,729,892 compared with the foreign currency
translation adjustment of $1,534,797 for the same period in March of 2007.
 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 quarter
ending March 31, 2008. We used an exchange rate of 7.02 for assets and
liabilities and used the exchange rate of 7.16 for revenues and expenses,
compared to the exchange rate of 8.07 in 2007 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 shareholders 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:  Liquidity and Capital Resources  As of March 31, 2008, we had cash and cash equivalents of
$6,755,094 compared to cash and cash equivalents of $36,271,540 in period ending
March 31, 2007. This was the result of a decrease in inventory storage in the
period where purchases were made in the subsequent quarter. The following table
provides detailed information about our net cash flow for all financial
statement periods presented in this report.  Cash Flow   For the nine months Ending March 31,2008

2007Net
cash provided (Used in) by operating activities

$
(7,119,168)

$
11,192,996Net
cash (used in) investing activities

$
(17,353)


-Net
cash provided by (used in) financing activities


2,100,000


-Effect
of exchange rate, changes in cash

$
5,731,187


1,534,797Net
increase (decrease) in cash and equivalents

$
6,755,094

$
36,271,540   - 23 -   Operating Activities:  Net cash used in operating activities was
$7,119,168for the nine month period ending March 31, 2008, compared
in the net cash provided of $11,192,996 for the nine month period ending March
31, 2007. This was largely the result of increases in accounts receivables as we
provided better terms in appreciation to our long term customers along with
advances to our suppliers to lock in quantities and price.  Investing Activities  Net cash used in investing activities was $17,353 compared to zero
for the nine month period ending March 31, 2008. This was the result of the
purchase of equipment in the period.  Financing Activities:  Net
cash used in financing activities was $2,100,000 for the nine month period
ending March 31, 2008. There was no cash used for investing activities for the
period ending March 31, 2007. This was the result of a fixed convertible note.
We completed a convertible note on December 18, 2007, in the amount of
$2,100,000 at an interest rate of 4% per annum, with a conversion feature of
$0.70 per share (the conversion price) at the option of the investor.
 Additionally, warrants were granted at an exercise price of $0.80.
 The period for the conversion of the warrants is three years from the date
of effectiveness of this registration statement. The convertible note will give
the Company $2,100,000. After disbursement of fees and expenses, the Company
netted $1,800,000.  Additionally, if all of the warrants are exercised, the
Company will receive $1,200,000.   We have no material commitments for capital expenditures as
of March 31, 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 months ending March 31, 2008.  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  - 24 -   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 September 2006, the FASB issued SFAS No. 157 Fair Value
Measurements which defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosure
about fair value measurements. The statement clarifies that the exchange price
is the price in an orderly transaction between market participants to sell the
asset or transfer the liability in the market in which the reporting entity
would transact for the asset or liability, that is, the principal or most
advantageous market for the asset or liability. It also emphasizes that fair
value is a market-based measurement, not an entity-specific measurement, and
that market participant assumptions include assumptions about risk and effect of
a restriction on the sale or use of an asset. The provisions are effective for
fiscal years beginning after November 15, 2007. The Company is currently
assessing the impact of the statement.  In February 2007, the FASB issued Statement No. 159, TheFair
Value Option for Financial Assets and Financial Liabilities - Including an
amendment to FASB Statement No. 115. This statement permits companies to
choose to measure many financial instruments and other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement of accounting for financial instruments. This statement
applies to all entities, including not for profit.  The fair value option established by this statement permits all
entities to measure eligible items at fair value at specified election dates.
This statement is effective as of the beginning of an entitys first fiscal year
that begins after November 15, 2007.The Company is currently assessing the
impact adoption of SFAS No. 159 will have on its consolidated financial
statements.  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.    - 25 -   Off-Balance Sheet Arrangements  We do not have any off-balance sheet arrangements.    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.     - 26 -   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]  - 27 -   ITEM
3. 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 December 31, 2007 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 months ended March 31, 2008, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.     - 28 -   PART
II.  OTHER INFORMATION  Item
1. Legal
Proceedings None  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  Item
6. Exhibits  The following
exhibits are filed herewith:  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.    - 29 -   SIGNATURES  In accordance with
the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.   LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED   By: /s/ Cai Yongjun,
Chief Executive Officer  Date:  September 12,
2008    By: /s/ Wang Junping,
Chief Financial Officer   Date:  September 12,
2008      - 30 -