**EXHIBIT
      31.2**




**CERTIFICATION
      OF THE CHIEF FINANCIAL OFFICER**


**PURSUANT
      TO SECTION 302**


**OF
      THE SARBANES-OXLEY ACT OF 2002**




I,
      James
      Mu, certify that:




1. I
      have
      reviewed this quarterly report on Form 10-QSB for the quarter ended June 30,
      2007 of Jingwei International Limited.




2. Based
      on
      my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this
      report.




3. Based
      on
      my knowledge, the financial statements, and other financial information included
      in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business
      issuer as of, and for, the periods presented in this report.




4. The
      small
      business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business
      issuer and have:




a.  designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision,
      to ensure that material information relating to the small business issuer,
      including its consolidated subsidiaries, is made known to us by others
      within those entities, particularly during the period in which this report
      is
      being prepared;




b.  evaluated
      the effectiveness of the small business issuer’s disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by this report based on such evaluation; and




c.  disclosed
      in this report any change in the small business issuer’s internal control over
      financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s
      internal control
      over financial reporting.




5. The
      small
      business issuer’s other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of
      the small business issuer’s board of directors (or persons performing the
      equivalent functions):




a.  all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




b.  any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal controls over
      financial reporting.




By:
              /s/
                James MuJames
                    Mu
                  Chief
                    Financial Officer
                  (Principal
                    Financial and Accounting
                    Officer)




August
      14, 2007