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 December 31, 2007  _ 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    No X  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 January 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 six months ended December
31 , 2007, 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 (Unaudited) 3 Statements
of Income 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
DECEMBER 31, 2007 AND JUNE 30, 2007 **(UNAUDITED)**   December 31,
2007


June 30,
2007UnauditedASSETSCurrent assets:Cash and
cash equivalents

$
8,836,396

$
6,060,428Accounts
receivable


12,918,093


4,908,673Inventories


22,676,285


17,920,559Advance to
suppliers


34,814,739


27,684,387Prepaid
taxes


-


1,475,158Total current assets


79,245,513


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


2,529,029


2,693,006Total assets

$
81,774,542

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

$
6,555

$
460Convertible
n otes payable , net of discount of $1,400,802


701,930


-Advance from
customers


1,360,102


1,739,159Taxes
payable


4,284,457


1,111,332Other
current liabilities


424,835


147,455Total current
liabilities


6,777,879


2,998,406Total liabilities


6,777,879


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 12/31/07 and 06/30/07, respectively


6,151,294


6,053,269Additional paid-in
capital


1,528,180


-Retained earnings


61,111,646


48,138,759Accumulated other comprehensive
income


6,205,543


3,551,777Total stockholders equity


74,996,663


57,743,805Total liabilities and
stockholders equity

$
81,774,542

$
60,742,211    See accompanying notes
to the unaudited financial statements    - 3 -    LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED STATEMENTSOF INCOME
AND COMPREHENSIVE INCOME (Unaudited) FOR THREE MONTHS AND SIX MONTHSENDED DECEMBER 31, 2007 AND
2006  Three months
ended December 31,

Six months
ended December 31,2007


2006


2007


2006Net revenues:Product
sales
$
36,257,575

$
28,951,729

$
68,368,276

$
51,783,503Agency service

3,472,219


2,226,831


7,850,190


4,427,49439,729,794


31,178,560


76,218,466


56,210,997Cost of
revenuesProduct
sales

28,302,891


22,711,471


53,737,384


41,883,339Agency service

536,719


279,239


796,116


780,28328,839,610


22,990,710


54,533,500


42,663,622Gross
profit

10,890,184


8,187,850


21,684,966


13,547,375Operating
ExpensesSalaries

73,653


23,210


109,662


48,390Other
selling, general and administrative expenses

1,529,150


400,229


1,850,575


552,4151,602,803


423,439


1,960,237


600,805Operating
profit

9,287,381


7,764,411


19,724,729


12,946,570Other income and
(expenses)Interest
income

3,854


78,990


22,854


78,990Interest expense and f
inancial cost

(
302,762 )


-


(2,762)


-Other
income/(expense)

(298,908)


78,990


20,092


78,990Income before
income taxes

8,988,473


7,843,401


19,744,821


13,025,560Income
taxes

(3,237,624)


(2,588,322)


(6,675,202)


(4,276,192)Net income

5,750,849


5,255,079


13,069,619


8,749,368Other
comprehensive incomeForeign
currency translation adjustment

1,871,808


647,232


2,653,766


1,082,242Comprehensive income
$
7,622,657

$
5,902,311

$
15,723,385

$
9,831,610Basic net income per
share
$
0.08

$
0.08

$
0.18

$
0.13Weighted average number of
shares outstanding

73,956,522


69,000,000


71,478,261


69,000,000Diluted net income per
share
$
0.08

$
0.08

$
0.18

$
0.13Diluted weighted average number
of shares outstanding

74,592,391


69,000,000


71,796,196


69,000,000   See accompanying notes
to the unaudited financial statements.     - 4 -    LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY (Unaudited) FOR THE SIX MONTHS ENDED DECEMBER 31,
2007   Common stock
shares

Common stock
amount

Additional paid-in
capital

Retained
earnings


Accumulated other
comprehen- sive 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
-

-

-

13,069,619


-


13,069,619Foreign currency translation
adjustment
-

-

-

-


2,653,766


2,653,766Balance at December 31,
2007
75,000,000
$
6,151,294
$
1,528,180
$
61,111,646

$
6,205,543

$
74,996,663               See accompanying notes
to the unaudited financial statements.  - 5 -    LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED STATEMENTS OF CASH
FLOWS (Unaudited) FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND
2006    Six months ended December 31,2007


2006Operating
activitiesNet
income






$
13,069,619

$
8,749,368Adjustments
to reconcile net income from operations to net cash used in operating
activities:







-


-Depreciation







179,599


169,790Warrant
expense







127,348


-Accrued
interest







2,762


-Changes
in non-cash operating working capital items:Accounts
receivable







(8,009,420)


2,559,568Inventory







(4,755,726)


4,489,033Advance
to suppliers







(7,130,352)


(9,275,408)Prepaid
taxes







1,475,158


161,696Accounts
payable







240,234


(2,685,013)Advance
from customers







(379,057)


(3,754,693)Taxes
payable







3,173,125


1,255,642Other
current liabilities







43,240


40,129Net
cash provided by (used in) operating activities







(1,963,470)


1,710,112Investing
activitiesPurchase
of equipment







(15,621)


-Net
cash used in investing activities







(15,621)


-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







2,655,059


1,082,242Net
increase (decrease) in cash and cash equivalents







2,775,968


2,792,354Cash
and cash equivalents, beginning of the period







6,060,428


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






$
8,836,396

$
26,336,101Supplemental
disclosure of cash flow informationCash
paid during the period:Income
taxes paid






$
2,919,949

$
4,871,510      See accompanying notes
to the financial statements.       - 6 -     LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND
THE YEAR ENDED DECEMBER 31, 2006 ****  1. MANAGEMENT'S
REPRESENTATION OF INTERIM FINANCIAL INFORMATION  The
accompanying financial statements have been prepared by Longwei Petroleum
Investment Holding Limited (the Company), 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.   - 7 -    LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND
THE YEAR ENDED DECEMBER 31, 2006   **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 , 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. 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.  (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 SIX MONTHS ENDED DECEMBER 31, 2007 AND
THE YEAR ENDED DECEMBER 31, 2006 ****  **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 SIX MONTHS ENDED
DECEMBER 31, 2007 AND THE YEAR ENDED DECEMBER 31, 2006 ****  **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 December 31, 2007.  (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 six months ended December 31, 2007.  (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   - 10 -    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
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
DECEMBER 31, 2007 AND THE YEAR ENDED DECEMBER 31, 2006 ****  **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 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:  2007Period
end RMB exchange rate


7.30Average
period RMB exchange rate


7.41  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
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
DECEMBER 31, 2007 AND THE YEAR ENDED DECEMBER 31, 2006 ****  **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 3
1 , 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 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 December 31 and June 30, 2007are as follows:  December 31, 2007

June
30,2007Accounts receivable

$
12,918,093

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





-Accounts receivable, net

$
12,918,093

$
4,908,673  **4.    INVENTORIES**  Inventories are the unsold petroleum products
purchased from various suppliers, and consist of the following as of December 31
and June 30, 2007:  December 31,

June 30,2007

2007Diesel Oil
$
9,121,427
$
10,982,628Gasoline

11,848,308

3,998,679Fuel Oil

817,899

2,516,115White Spirit

888,651

423,137Less: allowances for slowing moving items

-

-Total
$
22,676,285
$
17,920,559   - 13 -    LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007
AND THE YEAR ENDED DECEMBER 31, 2006 ****  **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 $ 34,814,739 and $27,684,387 as
of December 31, 2007 and June 30, 2007.  **6.    PRE PAID
TAXES**  Prepaid taxes consist of the
following:  December
31,

June
30,2007

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  December 31,
2007

June 30,
2007Land and buildings

$
1,850,284

$
1,850,284Machinery and production
equipment


2,520,062


2,518,800Railway


1,312,652


1,298,292Motor vehicles


170,828


170,828Total property, plant and
equipment


5,853,826


5,838,204Less: accumulated
depreciation


(3,324,797)


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

$
2,529,029

$
2,693,006  Depreciation expense for the three months ended
December 31, 2007 was $179,599.   **8.  TAXES
PAYABLE**  Taxes payable consist of the
following:  December 31,

June 30,2007

2007Income tax payable
$
3,375,722
$
987,666Business taxes payable and
others

908,735

123,666Total
$
4,284,457
$
1,111,332    - 14 -    LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND THE YEAR ENDED
DECEMBER 31, 2006   **9.  OTHER CURRENT
LIABILITIES**  Other current liabilities
consist of the following:  December 31,

June 30,2007

2007Accrued salaries
$
174,465
$
18,187Accrued staff welfare

250,368

129,268Total
$
424,833
$
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 30% and the local tax rate is
3%.  The provision for income
taxes for each of the three months ended December 31, 2007 is summarized as
follows:  2007Current







$
6,675,202Deferred








-$
6,675,202  (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.   - 15 -    LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND
THE YEAR ENDED DECEMBER 31, 2006   **11.    SEGMENT
INFORMATION**  For the three
months ended December 31, 2007AgencyProduct
sales

Service


TotalRevenues
$
     36,257,575

$
   3,472,219


$
    39,729,794Cost of revenues
28,302,891

536,719


28,839,610Gross profit
$
       7,954,684

$
   2,935,500


$
     10,890,184Income from operations
$
       6,351,881

$
    2,935,500


$
       9,287,381Total assets
$
     81,774,542

$
                  -


$
     81,774,542Depreciation
$
            89,964

$
                  -


$
            89,964For the
three months ended December 31, 2006AgencyProduct
sales

Service


TotalRevenues
$
    28,951,729

$
    2,226,831


$
   31,178,560Cost of revenues
22,711,471

279,239


22,990,710Gross profit
$
       6,240,258

$
     1,947,592


$
       8,187,850Income from operations
$
       5,816,819

$
     1,947,592


$
      7,764,411Total assets
$
     60,742,211

$
                    -


$
     60,742,211Depreciation
$
            84,895

$
                    -


$
            84,895  For the six months
ended December 31, 2007AgencyProduct
sales

Service


TotalRevenues
$
 68,368,276

$
 7,850,190


$ 76,218,466Cost of revenues
53,737,384

796,116


54,533,500Gross profit
$
 14,630,892

$
  7,054,074


$ 21,684,966Income from operations
$
  12,780,317

$
  7,054,074


$ 19,724,729Total assets
$
  81,774,542

$
                -


$  81,774,542Depreciation
$
       179,599

$
                -


$
      179,599For the six
months ended December 31, 2006AgencyProduct
sales

Service


TotalRevenues
$
    51,783,503

$
 4,427,494


$  56,210,997Cost of revenues
41,883,339

780,283


42,663,622Gross profit
$
     9,900,164

$  3,647,211


$
  13,547,375Income from operations
$
      9,299,359

$
  3,647,211


$
    12,946,570Total assets
$
    60,742,211

$
                -


$
     60,742,211Depreciation
$
         306,654

$
                -


$
          306,654  - 16 -    LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND
THE YEAR ENDED DECEMBER 31, 2006   **12.
   GEOGRAPHICAL INFORMATION**  The Company's revenues
by geographic destination are analyzed as follows:  For the Three Months Ended December
31,2007

2006PRC
$
39,729,794
$
31,178,560Outside PRC

-

-Total net revenues
$
39,729,794
$
31,178,560  For the six Months Ended December
31,2007

2006PRC
$
76,218,466
$
56,210,997Outside PRC

-

-Total net revenues
$
76,218,466
$
56,210,997  **13.****CONVERTIBLE NOTES**  We completed a convertible note agreement 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
 company received $2,100,000 from the
convertible notes . 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
convertible notes . The month ly expense
is $127,3 4 8.     - 17 -    LONGWEI PETROLEUM
INVESTMENT HOLDING LIMITED NOTES TO UNAUDITED
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND
THE YEAR ENDED DECEMBER 31, 2006   **14.    WARRANTS**   There were 1,500,000
warrants outstanding as of December 31, 2007.   At December 31, 2007 the
range of warrant prices for shares under warrants and the weighted-average
remaining contractual life are as follows:   Warrants Outstanding and ExercisableWarrants - Exercise Price

Number of Warrants

Weighted Average Remaining
Contractual Life - Years$0.80


1,500,000


3Total


1,500,000


3   The noteholders of the convertible notes from December 18, 2007
received detachable warrants for the purchase of 1,500,000 shares of common
stock, which were valued at $1,528,180. For purposes of estimating the intrinsic
fair value of each warrant as of dates of the convertible note, the Company
utilized the Black Scholes option-pricing model. The Company estimated the fair
value of the warrants assuming no expected dividends and the following
weighted-average assumptions:  December 31, 2007Average
risk-free interest rate

4.375%Average
expected life

3 yearsExpected
volatility

78.05%Expected
dividends

0%   - 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 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 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 December 31, 2007 was $39,729,794,
an increase of $8,551,234 or approximately 27.4% as compared to $31,178,560
for the quarter ending December 31, 2006. This increase was due
to the addition of several new gas station accounts along with an increase of
agency fees of $1,245,388 or an increase of 55.9%. Agency fees for the quarter
ending December 31, 2007 were $3,472,219 as compared to agency
fees of $2,226,831 in the quarter of 2006. For six months ending December 31,
2007 revenues were $76,218,466 an increase of $20,007,469 or
approximately 35.6% as compared to $56,210,997 for the same period in December
31, 2006. This increase was the result of agency fees increase of $3,422,696 or
an increase of approximately 77.3% to
$7,850,190 in December, 2007 compared to agency revenues of $4,427,494 for the
six month period ending December of 2006. 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 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 December 31, 2007
increased by $5,591,420 or 24.6% to $28,302,891 as compared to $22,711,471 for
the three month period in December of 2006. This increase was the result of
greater sales. For the six month period ending December 31, 2007 costs of goods
sold was $53,737,384 or an increase of approximately $11,854,045 or
 approximately 28.3% as compared to costs of goods for December 31, 2006 of
$41,883,339. This increase was mainly attributable to the increase of sales
revenue.  Gross Profit Margin  Our gross profit margin was 27.4% compared to 26.2% for the three
months ending December 31, 2007 and 2006, respectively . The increase of profit
margin of 1.2% was the result of an increase in agency fees in the quarter.
Agency fees are commission for providing a service and offer the greatest profit
margins to the  - 20 -   company. Our gross profit margin for the six month period was
28.4% compared to approximately 26.2 % due to the increase in
agency fees gross profit of $7,054,074 for the six months
ending December 31, 2007, compared to gross profit on agency fees of $3,647,211
for six months ending December 31, 2006.  Selling General and Administrative Expenses  Selling , general and administrative expenses
were $1,602,803 for the quarter ending December 31, 2007, an $1,179,364
increase, or approximately 278.5%, compared to $423,439 for the same period in
2006.  For the six month period ending December 31, 2007 selling
, general and administrative expenses were
$1,960,237 or an increase of $1,359,432 or approximately 226.3%, compared to
$600,805 for the same period in 2006.  The increases for both the three
month and six 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.  .  Depreciation and Amortization  Depreciation and amortization expenses were $89,634 for the
quarter ending December 31, 2007, an increase of $4,739 over the depreciation
expense of $84,895 for the quarter ending December 31, 2006.
For the six month period ending December 31, 2007 depreciation was $179,599
compared to $169,790 for the quarter ending December 31, 2006.
This is an increase of $9,809 or approximately 5.8% for the six month period.  Income Tax Expenses  We incurred income tax expenses of $3,237,624 for the quarter
ending December 31, 2007, an increase of $649,302 or approximately 25.1%, versus
$2,588,322 for the quarter ending December 31, 2006. For the six month period
income taxes were $6,675,202 or an increase of $2,399,010 or approximately 56.1%
compared to $4,276,192 in the same period of 2006. 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 C ompany.  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 $5,750,849 for the quarter ended
December 31, 2007, an increase of $495,770 or approximately 9.4% as compared to
$5,255,079 for the quarter ending December 31, 2006. This increase was due to
the greater profitability of agency fees which increased $1,245,388 or an
increase of 55.9% as compared to agency fees of $2,226,831 in the quarter of
2006. This profit on agency fees was partially offset by the increase in
selling, general and administrative expenses discussed above.
For the six month period w e earned a net income of
$13,069,619, an increase of $4,320,251 or approximately 49.4% as compared to
$8,749,368  This increase was the result of agency fees increase of
$3,422,696 or an increase of  approximately 77.3% or $7,850,190   for
the quarter ending  December 31 , 2007 compared to agency
revenues of $4,427,494 for the six month period ending December
31, 2006, along with 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.   - 21 -    Net Income Margin  Net income margin for the quarter ending December 31, 2007 was
approximately 14.5% compared to approximately 16.8% for the quarter ending
December 31, 2006. The decline was the result of an increase in selling general
and administrative expenses mainly due to the increase costs of
the merger .  For the six month period net income margin was 17.1% compared
to approximately 15.6%, an increase of 1.5%. The main reason for the increase
was due to the increase in 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.  We incurred a foreign currency translation adjustment of
$1,871,808 for the quarter ending December 31, 2007 as compared with the foreign
currency translation adjustment of $647,232 for the quarter ending December 31,
2006. For the six month period ending December 31, 2007 we incurred a foreign
currency translation adjustment of $2,653,766 compared with the foreign currency
translation adjustment of $1,082,242 for the same period in December of 2006.
 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. As a result, we implemented different
exchange rates in translating RMB into U.S. dollars in our financial statements
for quarter ending 2007 using an average exchange rates of 7.41 compared to an
exchange rate of 8.07 in 2006 were used in calculating the assets and
liabilities, revenue and expenses, and shareholders equity.  Liquidity and Capital Resources  As of December 31, 2007, we had cash and cash equivalents of
$8,836,396. The following table provides detailed information about our net cash
flow for all financial statement periods presented in this report.  Cash Flow   For the six months Ending December 31,2007

2006Net
cash provided (Used in) by operating activities

$
(1,963,470)

$
1,710,112Net
cash (used in) investing activities

$
(15,621)


-Net
cash provided by (used in) financing activities


2,100,000


-Effect
of exchange rate, changes in cash

$
2,655,059


1,082,242Net
increase (decrease) in cash and equivalents

$
2,775,968

$
2,792,354   - 22 -    Operating Activities:  Net cash used in operating activities was
$1,963,470for the six month period ending December 31, 2007,
compared in the net cash provided of $1,710,112 for the six month period ending
December 31, 2006. This was largely the result of increases in accounts
receivables as we provided better terms in appreciation to our long term
customers.  Investing Activities  Net cash used in investing activities was $15,621 compared to zero
for the six month period ending December 31, 2007. 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 six month period ending December 31, 2007. There was no cash
used for investing activities for the period ending December 31, 2006. 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 December 31, 2007.  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 six months ending December 31, 2007.  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,  - 23 -   (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.    - 24 -    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.      - 25 -   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]  - 26 -    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 six months ended December 31, 2007, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.     - 27 -    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.    - 28 -   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   By:
/s/ Wang Junping, Chief Financial Officer    Date:
  September 12, 2008         - 29 -