**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**FORM
      10 QSB**




(Mark
      One)




x QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.




For
      the
      quarterly period ended June 30, 2007




 ̈ TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.




For
      the
      transition period from ____________ to
      __________________________________________________




Commission
      file number: 333-122557




**Jingwei
      International Limited**


(Exact
      Name of Registrant as Specified in Its Charter)




**Nevada**
            **20-1970137**(State
                or Other Jurisdiction of Incorporation or
                Organization)
            (I.R.S.
                Employer Identification
                No.)




**Room
      1605, Tianan Hi-Tech Plaza Tower A, Tianan Cyber Park**


**Futian
      District,**


**Shenzen,
      PRC 518040**


(Address
      of Principal Executive Offices)




+86075583433290


(Issuer’s
      Telephone Number, including area code)




Neoview
      Holdings Inc.


(Former
      Name, Former Address and Former Fiscal Year, if Changed Since Last
      Report)




Check
      whether the registrant (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 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 5 No ~




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes  ̈  No þ




As
      of
      August 8, 2007, there were 17,049,000 shares of the issuer’s common stock, par
      value $0.001 per share, outstanding.




Transitional
      Small Business Disclosure Format (Check one): Yes  ̈   No þ










**TABLE
      OF CONTENTS**




**Page****PART
                I.**
              FINANCIAL
                INFORMATION
            
            
            F-1**Item
                1.**Condensed
                Consolidated Financial Statements
            
            
            F-1**Item
                2.**Management’s
                Discussion and Analysis or Plan of Operation
            
            
            3**Item
                3.**Controls
                and Procedures
            
            
            12**PART
                II.**OTHER
                INFORMATION
            
            
            12**Item
                4.**Legal
                Proceedings
            
            
            12**Item
                5.**Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            
            12**Item
                6.**Defaults
                Upon Senior Securities
            
            
            12**Item
                7.**Submission
                of Matters to a Vote of Security Holders
            
            
            12**Item
                8.**Other
                Information
            
            
            12**Item
                9.**Exhibits
            
            
            12





2




**PART
      I.** **FINANCIAL
      INFORMATION**




**Item
      1. Condensed Consolidated Financial Statements**






JINGWEI
        INTERNATIONAL LIMITED AND SUBSIDIARIES
 INDEX
        TO
        UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Consolidated
                Balance Sheets
            
            
            F-2Consolidated
                Statement of Operations
            
            
            F-3Consolidated
                Statements of Comprehensive Income
            
            
            F-4Consolidated
                Statements of Stockholders’ Equity
            
            
            F-5Consolidated
                Statements of Cash Flows
            
            
            F-6Notes
                to Consolidated Financial Statements
            
            
            F-7




F-1


**Jingwei
        International Limted And Subsidiaries**
 **Consolidated
        Balance Sheets**
  **June
                  30,**
              
              **December
                  31,****2007**
              
              **2006**(unaudited)
              
              (audited)**ASSETS****Current
                  assets**Cash
                  and equivalents
              
              $
              13,304,657
              
              $
              409,419Inventories
              
              
              57,259
              
              
              -Trade
                  receivables (net of allowance of doubtful
              
              
              6,849,851
              
              
              -accounts
                  of $133,165)Other
                  receivables, prepayments and deposits (net
              
              
              2,038,125
              
              
              -of
                  allowance of doubtful accounts of $822,769)Amount
                  due from a related company
              
              
              2,210,932
              
              
              -Total
                  Current Assets
              
              
              24,460,824
              
              
              409,419**Non-current
                  assets**Property,
                  plant and equipment - Net
              
              
              2,339,806
              
              
              -**Total
                  Assets**
              
              $
              26,800,630
              
              $
              409,419**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  liabilities**Trade
                  payables
              
              $
              151,439
              
              $
              -Accruals
                  and other payables
              
              
              1,365,940
              
              
              -Amount
                  due to a related company
              
              
              -
              
              
              401,736Tax
                  payable
              
              
              612,041
              
              
              -Loan
                  from a stockholder
              
              
              86,045
              
              
              -**Total
                  Liabilities**
              
              
              2,215,465
              
              
              401,736Minority
                  Interest - Variable Interest Entities
              
              
              6,231,648
              
              
              -**Stockholders'
                  Equity**Common
                  stock, $.001 par value; 75,000,000
              
              
              17,049
              
              
              11,554shares
                  authorized, 17,049,000 shares issued andoutstanding
                  in 2007; 11,554,000 shares issuedand
                  outstanding in 2006Additional
                  Paid-in Capital
              
              
              15,063,981
              
              
              (1,554
              )Statutory
                  and other reserves
              
              
              530,614
              
              
              -Accumulated
                  other comprehensive income
              
              
              141,876
              
              
              -Retained
                  Earning (accumulated deficit)
              
              
              2,599,997
              
              
              (2,317
              )**Total
                  Stockholders' Equity**
              
              
              18,353,517
              
              
              7,683**Total
                  Liabilities and Stockholders' Equity**
              
              $
              26,800,630
              
              $
              409,419


See
        accompanying notes to the consolidated financial statements.




F-2




**Jingwei
      International Limited And Subsidiaries**


**Consolidated
        Statements of Operations**
 **For
        the Three and Six Months Ended June 30, 2007 And The Period May 15, 2006
        (Inception) Through**
 ****June
        30, 2006****
  **Three
                  Months Ended**
                **June
                  30, 2007**
              
              **May
                  15, 2006 through**
                **June
                  30, 2006**
              
              **Six
                  Months Ended**
                **June
                  30, 2007**
              
              **May
                  15, 2006 through**
                **June
                  30, 2006**(unaudited)
              
              (unaudited)
              
              (unaudited)
              
              (unaudited)Sales
              
              $
              7,750,221
              
              $
              -
              
              $
              10,979,977
              
              $
              -Cost
                  of sales
              
              
              (5,398,273
              )
              
              -
              
              
              (6,171,519
              )
              
              -**Gross
                  profit**
              
              
              2,351,948
              
              
              -
              
              
              4,808,458
              
              
              -**Expenses**General
                  and administrative expenses
              
              
              (323,222
              )
              
              (1,198
              )
              
              (599,930
              )
              
              (1,198
              )Research
                  and development costs
              
              
              (177,889
              )
              
              -
              
              
              (182,915
              )
              
              -**Total
                  Expenses**
              
              
              (501,111
              )
              
              (1,198
              )
              
              (782,845
              )
              
              (1,198
              )**Income
                  (loss) from operations**
              
              
              1,850,837
              
              
              (1,198
              )
              
              4,025,613
              
              
              (1,198
              )**Other
                  income (expenses)**Other
                  income
              
              
              38,235
              
              
              -
              
              
              161,870
              
              
              -Subsidy
                  income
              
              
              23,904
              
              
              -
              
              
              90,556
              
              
              -Interest
                  income
              
              
              590
              
              
              -
              
              
              1,112
              
              
              -Finance
                  costs
              
              
              (4,257
              )
              
              -
              
              
              (29,910
              )
              
              -**Total
                  other income**
              
              
              58,472
              
              
              -
              
              
              223,628
              
              
              -**Income
                  (loss) from operations &****other
                  income**
              
              
              1,909,309
              
              
              (1,198
              )
              
              4,249,241
              
              
              (1,198
              )**Variable
                  interest entities’ income before acquisition**
              
              
              -
              
              
              -
              
              
              (761,610
              )
              
              -**Income
                  (loss) before income taxes**
              
              
              1,909,309
              
              
              (1,198
              )
              
              3,487,631
              
              
              (1,198
              )**Income
                  taxes**
              
              
              (237,376
              )
              
              -
              
              
              (354,703
              )
              
              -**Net
                  income (loss)**
              
              $
              1,671,933
              
              $
              (1,198
              )
              $
              3,132,928
              
              $
              (1,198
              )**Earnings
                  Per Share (Basic)**
              
              $
              0.11
              
              $
              -
              
              $
              0.22
              
              $
              -**Earnings
                  Per Share (Diluted)**
              
              $
              0.11
              
              $
              -
              
              $
              0.21
              
              $
              -**Weighted
                  Average Common Shares Outstanding**Basic
              
              
              15,444,769
              
              
              11,554,000
              
              
              14,554,331
              
              
              11,554,000Diluted
              
              
              15,753,621
              
              
              11,554,000
              
              
              14,863,183
              
              
              11,554,000




See
      accompanying notes to the consolidated financial statements.




F-3




**Jingwei
        International Limited And Subsidiaries**
 **Consolidated
        Statements of Comprehensive Income**
 **For
        the Three and Six Months Ended June 30, 2007 And The**
 **Period
        May 15, 2006 (Inception) Through June 30, 2006**
  **Three
                  Months Ended**
                **June
                  30, 2007**
              
              
              **May
                  15, 2006 through**
                **June
                  30, 2006**
              
              
              **Six
                  Months Ended**
                **June
                  30, 2007**
              
              
              **May
                  15, 2006 through**
                **June
                  30, 2006**(Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)Net
                  Income (loss)
              
              $
              1,671,933
              
              $
              (1,198
              )
              $
              3,132,928
              
              $
              (1,198
              )Other
                  Comprehensive IncomeForeign
                  currency translation adjustment
              
              
              40,450
              
              
              -
              
              
              141,876
              
              
              -Comprehensive
                  Income
              
              $
              1,712,383
              
              $
              (1,198
              )
              $
              3,274,804
              
              $
              (1,198
              )
  See
        accompanying notes to the consolidated financial statements.




F-4




**Jingwei
        International Limited And Subsidiaries**
 **Consolidated
        Statements of Stockholders' Equity**
 **For
        the six months ended June 30, 2007**
  Number
                    of Shares of Common Stock
                
                
                Common
                    Stock
                
                
                Additional
                    Paid-In Capital
                
                
                Statutory
                    and Other Reserves
                
                
                Accumulated
                    Other Comprehensive(loss)Income
                
                
                Retained
                    Earnings (Accumulated Deficit)
                
                
                TotalBalance,
                    December 31, 2006 (Audited)
                
                
                10,000
                
                $
                10,000
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                (2,317
                )
                $
                7,683Retroactive
                    recapitalization
                
                
                11,544,000
                
                
                1,554
                
                
                (1,554
                )
                
                -
                
                
                -
                
                
                -
                
                
                -Balance,
                    December 31, 2006
                
                
                11,554,000
                
                
                11,554
                
                
                (1,554
                )
                
                -
                
                
                -
                
                
                (2,317
                )
                
                7,683Issuance
                    of common stock at merger
                
                
                2,100,000
                
                
                2,100
                
                
                (2,100
                )
                
                -
                
                
                -
                
                
                -
                
                
                -Issuance
                    of common stock, private placement - net of offering costs
                
                
                3,395,000
                
                
                3,395
                
                
                15,067,635
                
                
                -
                
                
                -
                
                
                -
                
                
                15,071,030Foreign
                    Currency Translation adjustment
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                141,876
                
                
                -
                
                
                141,876Transfer
                    to Statutory and Other Reserves
                
                
                -
                
                
                -
                
                
                -
                
                
                530,614
                
                
                -
                
                
                (530,614
                )
                
                -Net
                    income for the six months ended June 30, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                3,132,928
                
                
                3,132,928Balance,
                    June 30, 2007 (Unaudited)
                
                
                17,049,000
                
                $
                17,049
                
                $
                15,063,981
                
                $
                530,614
                
                $
                141,876
                
                $
                2,599,997
                
                $
                18,353,517
  See
        accompanying notes to the consolidated financial statements.




F-5


**Jingwei
        International Limited And Subsidiaries**


**Consolidated
        Statements of Cash Flows**
 **For
          the Six Months Ended June 30, 2007 And The Period May 15,
          2006**
 **(The
            Inception) Through June 30, 2006**


**Six
                  Months Ended**
              
              **May
                  15, 2006**
                **through****June
                  30, 2007**
              
              **June
                  30, 2006**(unaudited)
              
              (unaudited)**Cash
                  flows from operating activities**Net
                  income
              
              $
              3,132,928
              
              $
              (1,198
              )Adjustments
                  to reconcile net income to netcash(used
                  in)provided by operating activitiesDepreciation
              
              
              32,738
              
              
              -Changes
                  in operating assets and liabilities, net of effect of
                  acquisitionTrade
                  receivables
              
              
              (1,662,329
              )
              
              -Other
                  receivables,prepayments and deposits
              
              
              1,590,886
              
              
              -Amounts
                  due from related parties
              
              
              (2,210,933
              )
              
              -Inventories
              
              
              237,983
              
              
              -Trade
                  payables
              
              
              (292,762
              )
              
              -Other
                  payables and accrued expenses
              
              
              (116,554
              )
              
              -Amounts
                  due to related parties
              
              
              (1,515,321
              )
              
              -Income
                  tax payable
              
              
              612,041
              
              
              -Net
                  cash flows used in operating activities
              
              
              **(191,323**
              **)**
              
              **(1,198**
              **)****Cash
                  flows from investing activities**Cash
                  from acquisition of variable interest entities
              
              
              528,493
              
              
              -Acquisition
                  of property and equipment
              
              
              (2,372,544
              )
              
              -Net
                  cash flows used in investing activities
              
              
              **(1,844,051**
              **)**
              
              -**Cash
                  flows from financing activities**Initial
                  capital contribution
              
              
              -
              
              
              10,000Net
                  proceeds from private placement
              
              
              15,071,030
              
              
              -Repayment
                  of stockholder loans
              
              
              (282,206
              )
              
              -Net
                  cash flows provided by financing activities
              
              
              **14,788,824**
              
              
              **10,000**Effect
                  of foreign currency translation on cashand
                  cash equivalents
              
              
              **141,876**
              
              
              **-**Net
                  increase in cash and equivalents
              
              
              **12,895,326**
              
              
              **8,802**Cash
                  and cash equivalents-beginning of period
              
              
              **409,419**
              
              
              **-**Cash
                  and cash equivalents-end of period
              
              **$**
              **13,304,657**
              
              **$**
              **8,802**


See
      accompanying notes to the consolidated financial statements.




F-6


Jingwei
      International
      Limited


Notes
      to Condensed Consolidated Financial
      Statements


(Stated
      in US Dollars)




**Note
      1**  **Corporate
      information and description of business**





Jingwei
      International Limited and its consolidated subsidiaries and variable interest
      entities (the “Company”) are a technology services provider in China
      specializing in software and data mining services. In May 2006, Mr. George
      (Jianguo) Du, our President and Chairman of the board of directors, established
      Jingwei International Investments Limited, a company organized under the laws
      of
      the British Virgin Islands (“Jingwei BVI”) .
      Jingwei
      BVI has one wholly owned subsidiary, Jingwei International Investment (HK)
      Ltd.
      (“Jingwei HK”), which was established on October 31, 2006 in HongKong. On
      February 8, 2007, a wholly subsidiary of Jingwei HK, Jingwei Hengtong Technology
      (ShenZhen) Co., Limited (“Jingwei Hengtong”) was established in People’s
      Republic of China (“PRC’). On the same day, Jingwei Hengtong and Shenzhen
      Jingwei Communication Co., Ltd. (Jingwei Communication), a PRC company, entered
      into various agreements. Upon the execution of these agreements, the Company
      became the primary beneficiary of Jingwei Communication which was treated as
      a
      variable interest entity of the Company. Jingwei Communication has two
      subsidiaries, New Yulong Information Technology Co. Ltd. which Jingwei
      Communication owns 100% and New Yulong Software Technology Development Co.
      Ltd.,
      which Jingwei Communication owns 51.89% and New Yulong Information Technology
      Development Co. owns the other 48.11%.





On
      May
      16, 2007, Jingwei BVI entered into a share exchange agreement with Neoview,
      Synergy Business Consulting LLC, a principal shareholder of Neoview, and the
      shareholders of Jingwei BVI. Neoview is a public shell company (“Shellco”).
      Pursuant to the share exchange agreement, Shellco acquired all of Jingwei BVI’s
      issued and outstanding shares from Jingwei BVI’s shareholders in exchange for
      the issuance to Jingwei BVI’s shareholders of 11,554,000 shares of Shellco
      common stock, constituting 86.4% of Shellco’s outstanding shares of common stock
      on a fully-diluted basis. As a result of this transaction, Jingwei BVI
      became a wholly owned subsidiary of Shellco. Under accounting principles
      generally accepted in the United States, the share exchange is considered to
      be
      a capital transaction in substance, rather than a business combination. That
      is,
      the share exchange is equivalent to the issuance of stock by Jingwei BVI for
      the
      net monetary assets of Shellco, accompanied by a recapitalization, and is
      accounted for as a change in capital structure. Accordingly, the accounting
      for
      the share exchange will be identical to that resulting from a reverse
      acquisition, except no goodwill will be recorded. Under reverse takeover
      accounting, the post reverse acquisition comparative historical financial
      statements of the legal acquirer, Shellco, are those of the legal acquiree,
      Jingwei BVI, which is considered to be the accounting acquirer. Shares and
      per
      share amounts stated have been adjusted to reflect the merger.




Immediately
      following the closing of the merger, Shellco consummated a private placement
      of
      3,395,000 units, each consisting of one (1) share of Common Stock and 0.3 of
      a
      Warrant with each Warrant to purchase one (1) share of common stock, for
      aggregate gross proceeds of $16,975,000 or $5.00 per unit. In conjunction with
      this offering, the Company paid a placement agent cash of $1,188,250,
      representing 7% of the aggregate gross proceeds of the offering, and issued
      the
      placement agent warrants to purchase 441,350 shares of its common stock,
      representing 10% of the total number of shares sold in the offering, including
      the warrants to purchase 1,018,500 shares of the Company’s common stock. The
      warrants to purchase 441,350 shares were recorded as a non-cash offering
      expense.





In
      connection with the Offering, the Company also entered into a registration
      rights agreement (the “Registration Rights Agreement”) with the private
      placement investors, in which the Company agreed to file a registration
      statement (the “Registration Statement”) with the Securities and Exchange
      Commission (the “SEC”) to register for resale the 3,395,000 shares of common
      stock issued as part of the Units and the 1,018,500 shares of Common Stock
      underlying the Warrants (the “Warrant Shares”), within 60 calendar days of the
      Closing Date of the private placement, and use the Company’s best efforts to
      have the registration statement declared effective within 120 calendar days
      of
      the Closing Date of the private placement or 180 calendar days following
      the Closing Date of the private placement, if the Registration Statement is
      subject to review and comment by the SEC. The Company will pay liquidated
      damages of 1% of the dollar amount of the Units sold in the private
      placement per month, payable in cash, up to a maximum of 10%, if the
      Registration Statement is not filed and declared effective within the foregoing
      time periods. The Company did not meet the July 16, 2007 filing deadline (60
      days from the
      Closing Date of the private placement) and therefore incurred a penalty of
      $ 169,750 on that
      date. The Company is also incurring interest expense at a rate of 18% per
      annum on the penalty.




F-7




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


The
      Company also entered into an escrow agreement with CRT Capital Group, LLC,
      a
      representative of the Investors (“CRT”), Continental Stock Transfer & Trust
      Company (the “Escrow Agent”) and certain of the shareholders of Jingwei
      BVI (the “Escrow Agreement”), in which 2,000,000 shares of the Company's
      Common Stock (the “Escrow Shares”) were delivered to the Escrow Agent. The
      Escrow Shares are being held as security for the achievement of $6,827,000
      in
      net income for the year ended December 31, 2007 (the “Net Income Threshold”). If
      the Company achieves the Net Income Threshold, the Escrow Shares will be
      released back to such Shareholders. If the Net Income Threshold is not achieved,
      an aggregate number of Escrow Shares (such number to be determined by a formula
      included in the Escrow Agreement) will be distributed pro-rata to the Investors,
      based on the actual net income for the year ended December 31,
      2007.





Following
      the completion of the merger and the private placement, Shellco had 18,508,850
      shares of Common Stock outstanding on a fully-diluted basis.





**Note
      2**  **Summary
      of significant accounting policies**





Financial
      Statements





The
      accompanying unaudited financials statements have been prepared by Jingwei
      International Limited (“Jingwei International”). These statements include all
      adjustments which management believes necessary for a fair presentation of
      the
      statements and have been prepared on a consistent basis using the accounting
      polices described in the Summary of Significant Accounting Polices included
      in
      the 2006 Annual Report. Certain financial information and footnote disclosures
      normally indicated in financial statements prepared in accordance with
      accounting principals generally accepted in the United States have been
      condensed or omitted pursuant to those rules and regulations, although the
      Company firmly believes that the accompanying disclosures are adequate to make
      the information presented not misleading. The Notes to Financial Statements
      included in the 2006 Annual Report should be read in conjunction with the
      accompanying interim financial statements. The interim operating results for
      the
      three and six months ended June 30, 2007 may not be indicative of operating
      results expected for the full year.




F-8




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


Basis
      of presentation and consolidation





The
      accompanying condensed consolidated financial statements of Jingwei
      International, its subsidiaries, namely, Jingwei HK, Jingwei Hengtong, and
      its
      variable interest entities, namely Jingwei Communication, New Yulong Information
      Technology Co. Limited, New Yulong Software Technology Development Co. Limited.,
      have been prepared in accordance with generally accepted accounting principles
      in the United States of America.





The
      consolidated financial statements include the accounts of Jingwei International,
      its subsidiaries and variable interest entities. All significant inter-company
      accounts and transactions have been eliminated in consolidation.





On
      January 17, 2003, the Financial Accounting Standards Board issued FASB
      Interpretation No. 46: Consolidation of Variable Interest Entities, an
      interpretation of ARB 51 (“FIN 46”), which was superseded by a revised
      interpretation (“FIN 46R”). These interpretations address financial reporting
      for entities over which control is achieved through means other than voting
      rights. According to the requirements of FIN 46R, Jingwei International has
      evaluated its relationships with Jingwei Communication. Jingwei International
      has concluded that, Jingwei Communication is a “variable interest entity” for
      accounting purposes, and as a result of the contractual arrangements, which
      enable Jingwei International to control Jingwei Communication, Jingwei
      International is the primary beneficiary of Jingwei Communication. Accordingly,
      Jingwei International adopted the provisions of FIN 46R and will consolidate
      Jingwei Communication. The contractual agreement with Jingwei Communication
      was
      in effect on February 8, 2007, however for accounting purposes the effective
      date was January 31, 2007. The income statement for the six months ended June
      30, 2007 reflects the entire six months of the variable interest entities and
      then eliminates the pre-acquisition net income for the month of January 2007.
      The Company used the purchase method to consolidate Jingwei Communication,
      with
      the current assets and liabilities recorded at fair value which approximated
      their book value. The fair value of the acquired net assets of Jingwei
      Communication exceeded the deemed consideration given of $256,871. The Company
      reduced all of the non-current assets of Jingwei Communication, in the amount
      of
      $153,568 to zero and then recognized the remaining amount of $6,231,648 as
      Minority Interest -Variable Interest Entities on the balance sheet. The
      following table summarizes the fair value of the Jingwei Communication’s assets
      acquired and liabilities assumed as of February 8, 2007, with an effective
      date
      of February 1, 2007 for accounting purposes:




Assets
                  acquired:Cash
              
              $
              528,493Fixed
                  assets, net
              
              
              153,568Raw
                  Materials
              
              
              295,242Accounts
                  receivable, net
              
              
              5,187,523Other
                  receivables
              
              
              2,420,493Other
                  current assets
              
              
              1,208,518Total
                  acquired assets
              
              $
              9,793,837Liabilities
                  assumed:Accounts
                  payable and accrued expenses
              
              $
              1,669,825Loan
                  from director
              
              
              368,341Amount
                  due to related parties
              
              
              1,113,584Total
                  liabilities assumed
              
              $
              3,151,750Net
                  assets acquired
              
              $
              6,642,087
  F-9
  Jingwei
        International Limited Notes
          to Condensed Consolidated Financial
          Statements
 (Stated
          in US Dollars)


Use
      of
      estimates





In
      preparing financial statements in conformity with accounting principles
      generally accepted in the United States of America, management makes estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosures of contingent assets and liabilities at the dates of the financial
      statements, as well as the reported amounts of revenues and expenses during
      the
      reporting periods. These accounts and estimates include, but are not limited
      to,
      the valuation of accounts receivable, inventories, deferred income taxes,
      provision for warranty and the estimation on useful lives of property, plant
      and
      equipment. Actual results could differ from those estimates.





Concentrations
      of credit risk





Financial
      instruments that potentially subject the Company to significant concentrations
      of credit risk consist principally of cash, cash
      equivalents and trade and other receivables. As of June 30, 2007, substantially
      all of the Company’s cash and cash equivalents were held by major financial institutions
      located in the PRC, which management believes are of high credit quality. With
      respect to trade and other receivables, the Company extends credit based on
      an
      evaluation of the customer’s and other debtor’s financial condition. The Company
      generally does not require collateral for trade and other receivables and
      maintains an allowance for doubtful accounts of trade and other
      receivables.





Fair
      value of financial instruments





The
      carrying values of the Company’s financial instruments, including cash and cash
      equivalents, trade receivables, amounts due from related parties, other
      receivables, prepayments and deposits, trade and other payables, amounts due
      to
      related parties and loan from a stockholder approximate their fair values due
      to
      the short-term maturity of such instruments.





It
      is
      management’s opinion that the Company is not exposed to significant interest,
      price or credit risks arising from these financial instruments.





In
      respect of foreign currency risk, the Company is not exposed to this risk as
      majority of its trading transactions are denominated in its functional currency.





Comprehensive
      Income




The
      Company follows the Statement of Financial Accounting Standard (“SFAS”) No. 130, *Reporting
      Comprehensive Income* .
      Comprehensive income is a more inclusive financial reporting methodology that
      includes disclosure of certain financial information that historically has
      not
      been recognized in the calculation of net income.





Cash
      and cash equivalents





Cash
      and
      cash equivalents include all cash, deposits in banks.




F-10




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


Allowance
      of doubtful accounts





The
      Company establishes an allowance for doubtful accounts based on management’s
      assessment of the collectibility of trade and other receivables. A considerable
      amount of judgment is required in assessing the amount of the allowance and
      the
      Company considers the historical level of credit losses and applies percentages
      to aged receivable categories. The Company makes judgments about the credit
      worthiness of each customer based on ongoing credit evaluations, and monitors
      current economic trends that might impact the level of credit losses in the
      future. If the financial condition of the customers is to deteriorate, resulting
      in their inability to make payments, a larger allowance may be
      required.





Based
      on
      the above assessment, during the reporting years, the management establishes
      the
      general provisioning policy to make allowance equivalent to the aging of trade
      and other receivables as follows:





Trade
                and other receivables due:
            
            %
                of generalprovisionWithin
                one year
            
            
            0.3After
                one year but within two years
            
            
            5.0After
                two years but within three years
            
            
            20.0Over
                three years
            
            
            100.0





Additional
      specific provision is made against trade and other receivables aged less than
      three years to the extent which they are considered to be doubtful.





Bad
      debts
      are written off when identified. The Company extends unsecured credit to
      customers ranging from four to seven months in the normal course of business.
      The Company does not accrue
      interest on trade accounts receivable.





Property
      and equipment





Property
      and equipment are stated at cost less accumulated depreciation. Cost represents
      the purchase price of the asset and other costs incurred to bring the asset
      into
      its existing use.





Depreciation
      is provided on straight-line basis over the assets’ estimated useful lives. The
      principal depreciation rates are as follows:




Annual
                rate
            
            Residual
                valueSoftware
            
            
            20
            %
            
            0
            %Motor
                vehicles
            
            
            10
            %
            
            10
            %Office
                equipment and computers
            
            
            20
            %
            
            10
            %





Maintenance
      or repairs are charged to expense as incurred. Upon sale or disposition, the
      applicable amounts of asset cost and accumulated depreciation are removed from
      the accounts and the net amount less proceeds from disposal is charged or
      credited to income.




F-11




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


Impairment
      of long-lived assets





The
      Company follows SFAS No. 144, *Accounting
      for the Impairment or Disposal of Long-Lived Assets* .
      The
      Statement requires that long-lived assets and certain identifiable intangibles
      be reviewed for impairment whenever events or changes in circumstances indicate
      that the carrying amount of the asset may not be recoverable. Long-lived assets
      and intangibles are tested for impairment whenever events or changes in
      circumstances indicate that the carrying amount of the assets may not be
      recoverable. The Company recognizes impairment of long-lived assets and
      intangibles in the event that the net book values of such assets exceed the
      future undiscounted cash flows attributable to such assets. The Company is
      not
      aware of any events or circumstances which indicate the existence of an
      impairment which would be material to the Company’s financial
      statements.




Revenue
      recognition





In
      accordance with Securities and Exchange Commission (“SEC”) Staff Accounting
      Bulletin (“SAB”) No. 104, *Revenue
      Recognition* ,
      the
      Company recognizes revenue when persuasive evidence of a customer or distributor
      arrangement exists or acceptance occurs, receipt of goods by customer occurs,
      the price is fixed or determinable, and the sales revenues are considered
      collectible.





Subject
      to these criteria, the Company generally recognizes revenue from software and
      system services when: a) a contract has been signed by the customers and the
      Company, b) the Company has delivered software and system services to the
      customers as defined by the customers receiving the work product, c) the project
      milestone delivered is assigned a fixed price, and d) the customer acceptance
      of
      the project is reasonably assured.





Revenue
      from data mining services is recognized when the services are
      rendered.





Government
      subsidies that compensate the Company for general expenses incurred and research
      and development activities are recognized as income at the time when the
      approval documents are obtained from the relevant government authorities and
      when they are received.





Advertising,
      transportation, research and development expenses





Advertising,
      transportation and research and development expenses are charged to expense
      as
      incurred.





For
      the
      reporting period, there was no advertising expense occurred.




Retained
      earnings -appropriated





In
      accordance with the relevant PRC regulations and the Company’s Articles of
      Association, the Company is required to allocate its income after tax to the
      following reserves:





(a)  Statutory
      surplus reserve




F-12




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


In
      accordance with the relevant laws and regulations of the PRC and the articles
      of
      association of New Yulong Information Technology and New Yulong Software
      Technology, these subsidiaries are required to appropriate 10% of their net
      income reported in the PRC statutory accounts, after offsetting any prior years’
losses, to the statutory surplus reserve. When the balance of such reserve
      reaches 50% of the respective registered capital of the subsidiaries, any
      further appropriation is optional.





The
      statutory surplus reserve can be used to offset prior years’ losses, if any, and
      may be converted into
      registered capital, provided that the remaining balance of the reserve after
      such conversion is not less than 25% of registered capital. The statutory
      surplus reserve is non-distributable.




(b)  Statutory
      public welfare fund





In
      accordance with the articles of association of New Yulong Information Technology
      and New Yulong Software Technology, 5% to 10% of their net income reported
      in
      the PRC statutory accounts is to be appropriated to statutory public welfare
      fund. The statutory public welfare fund can only be utilized on items for the
      collective benefits of the subsidiaries’ employees. This fund is
      non-distributable other than in liquidation.





(c)  Discretionary
      surplus reserve





In
      accordance with the articles of association of New Yulong Information Technology
      and New Yulong Software Technology, the appropriation of net income reported
      in
      the PRC statutory accounts to the discretionary surplus reserve and its
      utilization are subject to the stockholders’ approval at their general meeting.
      Neither of the Company’s subsidiaries had appropriated their earnings to
      discretionary surplus reserve from their respective dates of inception to
      December 31, 2006.




Income
      taxes





The
      Company uses the asset and liability method of accounting for income taxes
      pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the asset and
      liability method of SFAS 109, deferred tax assets and liabilities are recognized
      for the future tax consequences attributable to temporary differences between
      the financial statements carrying amounts of existing assets and liabilities
      and
      loss carryforwards and their respective tax bases. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to taxable
      income in the years in which those temporary differences are expected to be
      recovered or settled.





Off-balance
      sheet arrangements





The
      Company does not have any off-balance sheet arrangements.





Foreign
      currency translation





The
      functional currency of the Company is RMB which 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 exchanges rates prevailing at the dates of the
      transaction. Exchange gains or losses arising from foreign currency transactions
      are included in the determination of net income for the respective
      periods.




F-13


Jingwei
      International
      Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


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 the exchange rates at the
      balance sheet dates and revenue and expenses are translated at the average
      exchange rates 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 of other
      comprehensive income, a component of stockholders’ equity. The exchange rates in
      effect at June 30, 2007 and December 31 2006 were RMB1 for $0.1312 and $0.1242
      respectively.





Stock-based
      compensation





The
      Company adopted SFAS No. 123(R), Share-Based Payment effective January 1, 2006.
      During the reporting periods, the Company did not have any stock-based
      compensation payments.




Basic
      and diluted earnings per share




In
      accordance with SFAS No. 128, *Earnings
      per Share* ,
      basic
      earnings per common share is computed using net income divided
      by the weighted average number of shares of common stock outstanding for the
      periods presented. Diluted
      earnings per common share assumes that outstanding common shares were increased
      by shares issuable upon exercise of those stock warrants for which the market
      price exceeds the exercise price, less shares that could have been purchased
      by
      the Company with related proceeds.




Recently
      issued accounting pronouncements




In
      June
      2006, the Financial Accounting Standards Board (the “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 SFAS No. 109, *Accounting
      for Income Taxes* (“SFAS
      No. 109”). 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 has been adopted by the Company as of
      January 1, 2007, and the provisions of  FIN
      48
      will be applied to all tax positions under SFAS No. 109 after 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 adoption of FIN 48 did not require
      an adjustment to the Company’s consolidated financial statements.




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 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.




F-14




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


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.





**Note
      3**  **Income
      taxes**





Pursuant
      to the PRC tax laws and regulations and approvals from the relevant PRC tax
      authorities, the entities are entitled to a preferential income tax rate of
      15%;





No
      deferred tax asset had been recognized due to immateriality. During the three
      and six months ended June 30, 2007 the Company recognized tax expense of
      $237,376 and $354,703. The Company had no temporary differences as of June
      30,
      2007.




**Note
      4**  **Amounts
      due from/(to) related parties**




Amounts
      due from/(to) related parties comprises the following items:




Related
                Parties
            
            Relationship
            
            As
                of June 30, 2007Huashidai
                Information technology Ltd.
            
            
            Mr.
                Du is a common stockholder, and President and Chairman of our
                Company
            
            $
            2,136,184New
                Yulong Technology Consulting Service Ltd
            
            
            Mr.
                Du is a common stockholder, and
              President
                and Chairman of our
                Company
            
            $
            74,748$
            2,210,932




**Note
      5**  **Loan
      from a stockholder**





Amount
      represents loan from stockholder payable to Mr. Du for the balance of $262,302
      with interest at 6.75 % per annum less an amount due from Mr. Du of
      $176,257.





The
      loan
      is unsecured and repayable on demand. During six months ended June 30, 2007
      the
      Company paid interest expense of $25,653.




F-15




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


**Note
      6**  **Security**





O n
      May 16,
      2007, the Company consummated a private placement of 3,395,000 units, Each
      unit
      consists of one share of the Company’s common stock (the “Common Stock”) and
      0.30 of a Warrant with each Warrant to purchase one share of the Common Stock
      (each a “Warrant” and collectively the “Warrants”) at an exercise price of $6.00
      per share, subject to adjustment. The Common Stock and Warrants will be
      separately transferable, subject to compliance with the Securities Act. The
      total gross proceeds were $16,975,000, the offering costs were $1,903,970,
      resulting in net proceeds of $15,071,030. As part of the offering costs, the
      placement agent also received warrants to purchase 441,350 shares of the
      Company’s Common stock.





The
      Company issued warrants to purchase a total of 1,459,850 shares of common
      stock.. The warrants have a four year term. So long as there is an effective
      registration statement covering the shares of
      Common
      Stock issuable upon exercise of the Warrants, the Company may redeem the
      Warrants on not less than 20 days' prior written notice, at a price of $0.01
      per
      Warrant, if the following conditions are met: (i) the fair market value of
      our
      Common Stock exceeds 200% of the exercise price for the 20 consecutive trading
      day period ending five trading days prior to the date of the redemption notice
      and (ii) the Warrants are then exercisable.





The
      Warrants, at the option of the holder, may be exercised by cash payment of
      the
      exercise price or if the registration statement is not declared by the SEC
      within six months of the private placement closing date, by “cashless
      exercise”. A “cashless exercise” means that in lieu of paying the aggregate
      purchase price for the shares being purchase upon exercise of the Warrants
      in
      cash, the holder will forfeit a number of shares underlying the Warrants with
      a
“fair market value” equal to such aggregate exercise price. The Company will not
      receive any additional proceeds to the extent that Warrants are exercised by
      cashless exercise.





The
      exercise price and number of shares of Common Stock issuable upon exercise
      of
      the Warrants may be adjusted in certain circumstance, including in the event
      of
      a stock dividend, or our recapitalization, reorganization, merger or
      consolidation.





No
      fractional shares will be issued upon exercise of the Warrants. If, upon
      exercise of a Warrant, a holder would be entitled to receive a fractional
      interest in a share, we will pay to the holder cash equal to such fraction
      multiplied by the then fair market value of one full share.


The
      Warrants will contain standard and customary weighted average anti-dilution
      protection.





**Note
      7**  **Segment
      information**





Beginning
      February 1, 2007, with the acquisition of Jingwei Communication, the Company
      has
      two reportable segments based on the type of services provided, data mining
      services and software and system services. Information for the two segments
      is
      disclosed under FAS 131, “Disclosures about Segments of an Enterprise and
      Related Information” as below:




Datamining
                  Services
              
              Software
                  Services
              
              TotalSix
                  Months Ended
                June
                  30, 2007
              
              Six
                  Months Ended
                June
                  30,2007
              
              Six
                  Months Ended
                June
                  30,2007Revenue
              
              $
              9,451,955
              
              $
              1,528,022
              
              $
              10,979,977Segment
                  Profit
              
              
              2,517,288
              
              
              615,640
              
              
              3,132,928Segment
                  Assets
              
              
              18,760,441
              
              
              8,040,189
              
              
              26,800,630Expenditure
                  for Segment Assets
              
              
              2,372,544
              
              
              -
              
              
              2,372,544




F-16


Jingwei
      International
      Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


Datamining
                Services
            
            Software
                Services
            
            TotalThree
                Months Ended
              June
                30 2007
            
            Three
                Months Ended
              June
                30 2007
            
            Three
                Months Ended
              June
                30 2007Revenue
            
            $
            6,968,038
            
            $
            782,183
            
            $
            7,750,221Segment
                Profit
            
            
            1,326,935
            
            
            344,998
            
            
            1,671,933Segment
                Assets
            
            
            18,760,441
            
            
            8,040,189
            
            
            26,800,630Expenditure
                for Segment Assets
            
            
            2,372,544
            
            
            -
            
            
            2,372,544




**Note
      8**  **Proforma
      statement**





On
      February 8, 2007, the Company registered a wholly owned subsidiary company
      Jingwei Hengtong in the PRC. On the same day, Jingwei Hengtong and Jingwei
      Communication entered into various contractual agreements, details of which
      are
      summarized as follows





***Exclusive
      Technology Consulting Services Agreement.*** Pursuant
      to the exclusive technology consulting services agreement between Jingwei
      Hengtong and Jingwei Communication, Jingwei Hengtong has the exclusive right
      to
      provide to Jingwei Communication technology consulting services related to
      the
      design, development and implementation of computer software and the maintenance
      of networks, and provide access to Jingwei Hengtong’s team of personnel who have
      extensive experience in information technology services. Under the terms of
      this
      agreement, Jingwei Hengtong has agreed to pay all of the operating costs
      incurred by Jingwei Communication and Jingwei Communication shall pay bi-monthly
      service fees to Jingwei Hengtong consisting of all income from the business
      operations. This agreement is for a ten year term expiring on February 8, 2017,
      with an automatic one (1) year renewal. The agreement is subject to early
      termination in accordance with the terms therein.





***Operating
      Agreement.*** Pursuant
      to the operating agreement among Jingwei Hengtong, Jingwei Communication and
      the
      shareholders of Jingwei Communication, Jingwei Hengtong agrees to guaranty
      Jingwei Communication’s performance of its obligations under contracts,
      agreements and transactions between Jingwei Communication and third party
      customers. In return for the guaranty, Jingwei Communication has pledged its
      accounts receivables and all of its assets to Jingwei Hengtong. The shareholders
      of Jingwei Communication have also agreed to appoint persons recommended by
      Jingwei Hengtong to serve on Jingwei Communication’s Board of Directors and to
      appoint Jingwei Hengtong’s managers as managers of Jingwei Communication. In
      addition, Jingwei Communication and its shareholders agree that without the
      prior consent of Jingwei Hengtong, Jingwei Communication will not engage in
      any
      transactions that could materially affect the assets, liabilities, obligations,
      rights or operations of Jingwei Communication, including, without limitation,
      incurrence or assumption of any indebtedness, sale or purchase of any assets
      or
      rights, including intellectual property rights, incurrence of any encumbrance
      on
      any of
      its
      assets or intellectual property rights in favor of a third party or transfer
      of
      any agreements relating to its business operations to any third party. This
      agreement is for a ten year term expiring
      on February 8, 2017, subject to early termination in accordance with the terms
      therein.




F-17




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


***Intellectual
      Property Assignment Agreement.*** Under
      the
      intellectual property assignment agreement, Jingwei Communication assigned
      to
      Jingwei Hengtong all of its interest and rights in certain intellectual
      property, including without limitation, certain trademarks, the ownership of
      Jingwei Communication’s consumer database, and a software copyright and license.
      Jingwei Hengtong paid RMB1,000 for the intellectual property transferred under
      this agreement. Jingwei Communication agreed to take all actions and pay all
      expenses in connection with registering the intellectual property in Jingwei
      Hengtong’s name.





***Intellectual
      Property Agreement.*** Under
      the
      intellectual property agreement, Jingwei Hengtong granted Jingwei Communication
      a non-exclusive, non-assignable and non-transferable license to use certain
      intellectual property, including without limitation, certain trademarks,
      consumer data bases, and a software copyright and license for use exclusively
      in
      the PRC. Jingwei Hengtong will retain the sole and exclusive rights in the
      intellectual property, including any improvement, upgrades and derived products,
      no matter whether such products are created by Jingwei Hengtong and Jingwei
      Communication. The annual license fee for all intellectual property is
      RMB1,000,000. Jingwei Hengtong has the right to waive payment, or adjust the
      amount of any license fees at any time, during the course of the agreement.
      This
      agreement is for a five year term expiring on February 8, 2012, subject to
      early
      termination in accordance
      with the terms therein.





***Equity
      Pledge Agreement.*** Under
      this agreement between the shareholders of Jingwei Communication and Jingwei
      Hengtong, the shareholders of Jingwei Communication pledged all of their equity
      interests in Jingwei Communication to Jingwei Hengtong to guarantee their
      obligations under the amended and restated loan agreement and Jingwei
      Communication’s performance of its obligations under the technology consulting
      agreement. If Jingwei Communication or any of its shareholders breaches its
      respective contractual obligations under the amended and restated loan agreement
      or the technology consulting agreement, or upon the occurrence of one of the
      events regarded as an event of default under this agreement, Jingwei Hengtong,
      as pledgee, will be entitled to certain rights, including the right to sell
      the
      pledged equity interests. The shareholders of Jingwei Communication agreed
      not
      to dispose of the pledged equity interests or take any actions that would
      prejudice Jingwei Hengtong’s interest, and to notify Jingwei Hengtong of any
      events or upon receipt of any notices which may affect the shareholders’
interest. The equity pledge agreement will expire two years after Jingwei
      Communication and its shareholders fully perform their respective obligations
      under the technology consulting agreement and the loan agreement.




F-18




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


***Exclusive
      Option Agreement*** .
      Under
      the option agreement among Jingwei Hengtong, Jingwei Communication and the
      shareholders of Jingwei Communication, the shareholders of Jingwei Communication
      irrevocably granted Jingwei Hengtong or its designated person an exclusive
      option to purchase, to the extent permitted by PRC law, a portion or all of
      the
      equity interests in Jingwei Communication for the cost of the original purchase
      price paid for the equity interests; provided, however, if under applicable
      PRC
      laws and regulations an appraisal is required, then the purchase price shall
      be
      the minimum amount of consideration permitted by applicable PRC law. In
      addition, Jingwei Communication and its shareholders agree that without the
      prior consent of Jingwei Hengtong, Jingwei Communication will not take certain
      actions that may have a material adverse effect on the equity interests or
      the
      liabilities, rights or operations of Jingwei Communication. Jingwei Hengtong
      or
      its designated person has the sole discretion to decide when to exercise the
      option, whether in part or in full. This agreement is for a ten year term
      expiring on February 8, 2017, subject to early termination in accordance with
      the terms therein.





***Amended
      and Restated Loan Agreement*** .
      Under
      the loan agreement between Jingwei Hengtong
      and the shareholders of Jingwei Communication, the shareholders confirmed that
      Jingwei Hengtong had made an RMB2,000,000 interest-free loan to the shareholders
      of Jingwei Communication
      solely for the shareholders to fund the capitalization of Jingwei Communication. The
      loan
      can only be repaid upon the transfer of the equity interests from the
      shareholders to Jingwei Hengtong and the use of the proceeds from such transfer
      to repay the loan. This agreement is for a ten year term expiring on February
      8,
      2017, subject to acceleration and extension in accordance with the terms
      therein.





On
      January 17, 2003, the Financial Accounting Standards Board issued FASB
      Interpretation No. 46: Consolidation of Variable Interest Entities, an
      interpretation of ARB 51 (“FIN 46”), which was superseded by a revised
      interpretation (“FIN 46R”). These interpretations address financial reporting
      for entities over which control is achieved through a means other than voting
      rights. According to the requirements of FIN 46R, the Company has evaluated
      its
      relationships with Jingwei Communication and concluded that, Jingwei
      Communication is a “variable interest entity” for accounting purposes, and as a
      result of the contractual arrangements, which enable the Company to control
      Jingwei Communication, the Company is the primary beneficiary of Jingwei
      Communication. Accordingly, the Company adopted the provisions of FIN 46R and
      will consolidate Jingwei Communication.





Jingwei
      Communication was established on May 8, 2001 in PRC. It has registered capital
      of RMB5,000,000 and is principally engaged in software development and data
      mining services in PRC. Mr. Du is the controlling stockholder of the company
      who
      holds 90% of the company’s registered capital.





F-19




Jingwei
      International Limited Notes
        to Condensed Consolidated Financial
        Statements
 (Stated
        in US Dollars)


The
      following unaudited Pro Forma financial information presents the combined
      results of operation of the Company as if the variable interest entity
      relationship, the reverse merger and the group were in existence as of the
      beginning of fiscal years 2006 and 2007:




**Three
                months ended June 30**
            
            **Six
                months ended June 30****2007**
            
            **2006**
            
            **2007**
            
            **2006*****US$***
            
            ***US$***
            
            ***US$***
            
            ***US$******(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***Revenue
            
            $
            7,750,221
            
            $
            3,730,728
            
            $
            10,979,977
            
            $
            6,001,516Net
                income
            
            
            1,671,933
            
            
            1,215,427
            
            
            3,894,538
            
            
            2,150,576Basic
                earning per share
            
            
            0.11
            
            
            0.09
            
            
            0.27
            
            
            0.16Diluted
                earning per share
            
            
            0.11
            
            
            0.09
            
            
            0.26
            
            
            0.16





F-20




**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**




**NOTE
      REGARDING FORWARD-LOOKING STATEMENTS**




Except
      for the historical information contained herein, the matters discussed in this
      “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS,” and elsewhere in this report are forward-looking statements that
      involve risks and
      uncertainties. The factors listed in the section captioned “RISK FACTORS,” as
      well as any cautionary language in this report, provide examples of risks,
      uncertainties and events that may cause our actual results to differ materially
      from those projected. Except as may be required by law, we undertake no
      obligation to update any forward-looking statement to reflect events after
      the
      date of this report. The following discussion should be read in conjunction
      with
      our consolidated financial statements and the notes thereto included elsewhere
      in this report and in conjunction with our “SELECTED CONSOLIDATED FINANCIAL
      DATA”:




You
      should read the following discussion together with the more detailed business
      information and consolidated financial statements and related notes that appear
      elsewhere in this report. This report may contain certain “forward-looking”
information within the meaning of the Private Securities Litigation Reform
      Act
      of 1995. In some cases, you can identify forward-looking statements by our
      use
      of words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “intend,”
“anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the
      negative or other variations of these words, or other comparable words or
      phrases. This information involves risks and uncertainties. Our actual results
      may differ materially from the results discussed in the forward-looking
      statements. Factors that might cause such a difference include, but are not
      limited to, those discussed in “RISK FACTORS”.




**Business
      Overview**




Jingwei
      International Limited (“we”, “us”, “our”, the “Company”, or “Jingwei”) was
      initially organized in November 2004 to develop an internet auto parts and
      tool
      trade website into an online market place linking Chinese manufacturers and
      exporters of auto parts and tool products to buyers around the world. Due to
      a
      lack of capital to execute this plan, in July 2006 management sold a majority
      interest in Jingwei, and under our new management, we focused on finding a
      suitable merger or acquisition target. On May 16, 2007 we consummated a share
      exchange with Jingwei International Investments Limited, a company organized
      under the laws of the British Virgin Islands (“Jingwei BVI”) whereby Jingwei BVI
      became our wholly owned subsidiary and the shareholders of Jingwei BVI acquired
      11,554,000 shares of our common stock.




Jingwei
      is a technology services provider in China specializing in software and data
      mining services. The Company’s software services include a broad range of
      billing systems, provisioning solutions and decision support and customer
      relationship management systems that can be easily integrated into a customer’s
      existing software platform. Jingwei’s data mining capabilities, which include
      business efficiency and database marketing and analysis services, are bolstered
      by its proprietary database which contains detailed biographical, demographic
      and purchasing data on over 200 million Chinese consumers. Within its data
      mining services segment, the Company also offers telecom providers a full-range
      of WVAS.




Currently,
      the Company offers 17 software platforms and its intellectual property portfolio
      is covered by nine patents issued by the National Intellectual Property
      Administration of the People’s Republic of China and the Shenzhen Bureau of
      Science, Technology and Information.




The
      primary geographic focus of the Company’s operations is in China, where it
      derives substantially all of its revenues. The Company conducts it business
      operations through its wholly owned subsidiary Jingwei HengTong and thereby
      through a variable interest entity Jingwei Communications. Both companies are
      registered in the People’s Republic of China.




The
      Company raised $16.975 million through a private placement in May 2007. The
      proceeds of the private placement will be used to purchase equipment for storage
      and maintenance of our data, purchase of new data and working capital. With
      the
      injection of this capital, Jingwei expects to realize its business strategy
      and
      become a leading player in the same industry in China.




The
      Company derives substantially all of its revenues from software and data mining
      services. The Company’s products and services are sold by its sales and
      marketing organization, as well as an established reseller network. Data mining
      services are sold on a project by project basis and, in addition to fees, the
      Company shares in the revenues derived from consumer purchases resulting from
      its database marketing and promotion activities.




Jingwei
      operates under exclusive software licensing and revenue sharing agreements
      with
      China Mobile in eight provinces and China Unicom in three provinces, and has
      software installations with several additional telecom companies, including
      China Broadcast, China Netcom, China Rail Com and China Telecom. In addition,
      the Company has recently begun managing third-party software platforms for
      affiliates of China Mobile in five other provinces and for affiliates of China
      Unicom in three other provinces.




The
      Company owns and manages a database containing detailed biographical,
      demographic and purchasing information on over 200 million Chinese consumers.
      The Company believes its database is the largest in China, and that it would
      be
      difficult for competitors to duplicate. The breadth of Jingwei’s database
      affords it the ability to conduct a wide range of data mining processes. Once
      a
      target audience is identified through data mining analysis, the Company assists
      its customers in the promotion and marketing of new products and services
      through telemarketing, direct marketing and WVAS. The Company shares in the
      revenues derived from consumer purchases resulting from its marketing and
      promotion activities. Within its data mining services operations, the Company
      also offers telecom providers a vast range of WVAS. Unlike its competitors
      who
      use telecom providers’ networks simply as a distribution channel, the Company
      creates and manages WVAS for telecom providers to offer to their customers
      under
      their own brands.




3




**Business
      Outlook**




Jingwei’s
      business has grown rapidly since inception and the Company anticipates that
      its
      business will continue to grow at a rapid pace in the next three to five years.
      Jingwei’s growth will be driven by the broad adoption of its data mining
      services outside of telecom sector, geographic expansion and the introduction
      of
      new products and services.




The
      Company will complete its database infrastructure and the organization of the
      consumer database with real time response capability. Beginning in September,
      the Company will be providing data marketing services to sectors other than
      the
      telecommunications sector, through target advertising of the mobile handsets
      in
      the real estate, utility, fashion, financials, retail and other sectors.




The
      Company will also begin to expand into the music download space with the recent
      exclusive contract with Unicom, one of the two mobile operators in China with
      over 150 million subscribers.




In
      addition, the Company has been positioning to expand into the digital media
      space through its capability in mobile advertising delivery and its exclusive
      mobile advertising contracts with the mobile operators. Revenues will start
      to
      be realized in the second half of 2007.




The
      following discussion and analysis of our plan of operation should be read in
      conjunction with our condensed consolidated financial statements and notes
      thereto appearing elsewhere herein. This Quarterly Report on Form 10-QSB should
      also be read in conjunction with the Company’s Annual Report on Form
      10-KSB.




**Results
      of Operations**




**Three
      and Six months Ended June 30, 2007**




We
      do not believe a comparison to the 2006 applicable
      periods is meaningful since the prior year periods reflect pre-acquisition
      numbers during which time the Company had no operations and was considered
      a
“shell company.”




In
      the
      first half of 2007, the Company saw strong demand for its data mining and data
      marketing services in both telecom and other sectors. The
      increase in revenue during the first half of 2007 is primarily due to sales
      growth in data mining and data marketing as well as the software business.
      New
      data mining revenues included sales to power utility companies, and telecom
      operators in Shanghai and Fujian provinces. Data marketing, where Jingwei
      continues to leverage its proprietary data base to help customers promote and
      market new product offerings directly to end users, saw the biggest increase
      in
      revenues with contracts to promote and market products for Kangka mobile
      handsets, Missed Call services in 5 provinces, subscribers acquisition campaign
      for Shanghai, Guangdong, Henan, Fujian and other Unicom and China Mobile
      operators, and IPTV and DTV subscription sales in 8 provinces.




***Revenues.*** **** Revenues
      increased to $7.75 million and $10.98 million for the three months and six
      months ended June 30, 2007. Data Mining revenue was $7.0 million in second
      quarter 2007 and $9.45 million for the first half year of 2007. Software
      services revenues was $0.75 million for second quarter of 2007 and $1.53 million
      in first half year of 2007.




***Gross
      Profit.*** **** For
      the
      three months and six months ended June 30, 2007, gross profit was $2.35 million
      and $4.81 million, respectively.




***General
      and Administrative Expense.*** For
      the
      three months and six months ended June 30, 2007, general and administrative
      expense was $0.32 million and $0.60 million respectively.




***Income
      from Operations and Other Income.*** Income
      from operations and other income and income taxes for the second quarter of
      2007
      was $1.91 million and for the first half year was $4.25 million.




4




**Critical
      Accounting Policies and Estimates**




The
      Company prepares its consolidated financial statements in accordance with
      generally accepted accounting principles in the United States. In doing so,
      the
      Company has to make estimates and assumptions that affect its reported amount
      of
      assets, liabilities, revenues and expenses, as well as related disclosure of
      contingent assets and liabilities. In some cases, changes in the accounting
      estimates are reasonably likely to occur from period to period. Accordingly,
      actual results could differ materially from the Company’s estimates. To the
      extent that there are material differences between these estimates and actual
      results, the Company’s financial condition or results of operations will be
      affected. Jingwei bases its estimates on historical data and trends and other
      assumptions that it believes are reasonable under the circumstances, and the
      Company evaluates these estimates on an ongoing basis.




***Allowance
      for Doubtful Accounts*** .
      The
      Company establishes an allowance for doubtful accounts based on management’s
      assessment of the collectiblity of trade and other receivables. The Company
      makes judgments about the creditworthiness of each customer based on ongoing
      credit evaluations, and monitors current economic trends that might impact
      the
      level of credit losses in the future. If the financial condition of the
      customers is to deteriorate resulting in their inability to make payments,
      a
      larger allowance may be required.




Based
      on
      the above assessment, Jingwei’s management established the general provisioning
      policy to make the allowance for doubtful accounts equivalent to the aging
      of
      trade and other receivables during first quarter 2006 and 2007 as
      follows:




%
                of general provisionTrade
                and other receivables due:Within
                one year
            
            
            0.3
            %After
                one year but within two years
            
            
            5.0
            %After
                two years but within three years
            
            
            20.0
            %Over
                three years
            
            
            100.0
            %




Additional
      specific provisions are made against trade and other receivables aged less
      than
      three years to the extent which they are considered to be doubtful.




Bad
      debts
      are written off when identified. The Company extends unsecured credit to
      customers ranging from four to seven months in the normal course of business.
      The Company does not accrue interest on trade accounts receivable.




***Revenue
      Recognition.*** Revenues
      from software services are recognized when all of the following have occurred:
      (i) a contract has been signed by the customer and the Company; (ii) the Company
      has delivered software services to the customer as defined by the customer;
      (iii) the project milestone delivered is assigned a fixed price; and (iv) the
      customer’s acceptance of the project is reasonably assured.




Revenue
      from data mining services is recognized when the services are
      rendered.




Government
      subsidies that compensate the Company for general expenses incurred and research
      and development activities are recognized as income at the time when the
      approval documents are obtained from the relevant government authorities and
      are
      received by the Company.




***Foreign
      Currency Translation*** *.* The
      functional currency of the Company is the renminbi (“RMB”) which 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 date of the transaction. 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 U.S. dollars.
      Assets and liabilities are translated at the exchange rates at the balance
      sheet
      date and revenue and expenses are translated at the average exchange rates
      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 of other comprehensive
      income, a component of stockholders’ equity. There is no significant fluctuation
      in exchange rate for the conversion of RMB to U.S. dollars after the balance
      sheet date.




5




**Liquidity
      and Capital Resources**




In
      summary, the Company’s cash flows were as follows: ($ in thousands)




Six
                Months Ended June 302007
            
            2006Net
                cash flows used in operating activities
            
            $
            (191
            )
            $
            (1
            )Net
                cash flows used in investing activities
            
            
            (1,844
            )Net
                cash flows provided by financing activities
            
            
            14,789
            
            
            10Effect
                of foreign currency translation on cash and cash
                equivalents
            
            
            142Net
                increase in cash and cash equivalents
            
            $
            12,896
            
            $
            9Cash
                and cash equivalents - beginning of year
            
            $
            409Cash
                and cash equivalents - end of year
            
            $
            13,305
            
            $
            9




The
      Company has raised $16,975,000 through a private placement on May 17,2007.
      The
      proceeds net of related expense will be used for the purchase of customer data,
      data mining equipment and working capital. Prior to the private placement,
      the
      Company financed its operations primarily through internally generated
      funds.




The
      Company’s cash and cash equivalents include all cash, deposits in
      banks.




The
      Company’s principal sources of liquidity are its cash, short-term investments
      and cash generated from operations. The Company believes that its existing
      cash,
      short-term investments and cash generated from operations will be sufficient
      to
      satisfy its current level of operations. Also, the Company may need to raise
      additional capital through future debt or equity financings to fund its
      growth.




Cash
      provided by operating activities primarily consists of net income adjusted
      for
      certain non-cash items and the effect of changes in working capital and other
      activities. Cash used by operating activities for the year ended June 30, 2007
      was $191,323 and consisted of net income of $3,132,928, adjustments of non-cash
      items of $32,738 and increase in working capital and other activities of
      $3,356,989. Changes in working capital and other activities primarily consisted
      of an increase of accounts receivable of $1,662,329, decrease of $1,590,886
      from
      other receivables, prepayments and deposits and net increase of due to and
      due
      from account of $3,726,254..




Cash
      used
      by investing activities for the six months ended June 30, 2007 was $1,844,051
      attributable to the capitalization of customer database purchased.




Cash
      provided by financing activities for the six month ended June 30, 2007 was
      $14,788,824, which $15,071,030 was for the net proceeds from the private
      placement and $282,206 was a loan payment to shareholder.




**Effect
      of Recent Accounting Pronouncements**




In
      June
      2006, the Financial Accounting Standards Board (the “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 SFAS No. 109, *Accounting
      for Income Taxes* (“SFAS
      No. 109”). 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 has been adopted by the Company as of
      January 1, 2007, and the provisions of FIN 48 will be applied to all tax
      positions under SFAS No. 109 after 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
      adoption of FIN 48 did not require an adjustment to the Company’s consolidated
      financial statements.




6




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 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.




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.




**Off-Balance
      Sheet Arrangements**




We
      do not
      have any off-balance sheet arrangements.




**RISK
      FACTORS**




*The
      following important factors, and the important factors described elsewhere
      in
      this report or in our other filings with the SEC, could affect (and in some
      cases have affected) our results and could cause our results to be materially
      different from estimates or expectations. Other risks and uncertainties may
      also
      affect our results or operations adversely. The following and these other risks
      could materially and adversely affect our business, operations, results or
      financial condition.*




***Risks
      Related to Our Business***




**We
      have a limited operating history.**




Our
      limited operating history and the early stage of development of the industry
      in
      which we operate makes it difficult to evaluate our business and future
      prospects. Although our revenues have grown rapidly, we cannot assure you that
      we will maintain our profitability or that we will not incur net losses in
      the
      future. We expect that our operating expenses will increase as we expands.
      Any
      significant failure to realize anticipated revenue growth could result in
      significant operating losses. We will continue to encounter risks and
      difficulties in implementing our business model, including potential failure
      to:




·
            increase
                awareness of our products, protect our reputation and develop customer
                loyalty;·
            manage
                our expanding operations and service offerings, including the integration
                of any future acquisitions;·
            maintain
                adequate control of our expenses; and·
            anticipate
                and adapt to changing conditions in the markets in which we operate
                as
                well as the impact of any changes in government regulation, mergers
                and
                acquisitions involving our competitors, technological developments
                and
                other significant competitive and market
                dynamics.




If
      we are
      not successful in addressing any or all of these risks, our business may be
      materially and adversely affected.




**Our
      business depends to a large extent on mobile telecommunications service
      providers in China and any deterioration of such relationships may result in
      severe disruptions to our business.**




We
      have
      derived, and believe we will continue to derive, a significant portion of our
      revenues from a limited number of large customers, such as China Mobile and
      China Unicom which are our only major customers who have been customers for
      over
      two years. We operate under exclusive software licensing and revenue sharing
      arrangements with China Mobile and China Unicom. Currently, China Mobile and
      China Unicom are the only mobile telecommunications service providers in China
      that have platforms for WVAS. Our agreements with them are generally for a
      period of less than one year and generally do not have automatic renewal
      provisions. If neither of them is willing to continue to cooperate and negotiate
      with us upon expiration, we may not be able to conduct our existing WVAS
      business. In 2006, approximately 90% of our revenues were derived from five
      customers, of which three were new customers. The loss, cancellation, deferral
      or renegotiation of any large agreements with telecommunications operators
      or
      other major customers could have a material adverse effect on our
      profitability.




In
      addition, if either China Mobile or China Unicom decides to change its content
      or transmission fees or its share of revenues, or does not comply with the
      terms
      and conditions of our agreements with them, our revenues and profitability
      could
      also be materially adversely affected.




7




**Our
      financial condition and results of operations may be materially affected by
      the
      changes in policies or guidelines of the mobile telecommunications service
      providers.**




The
      mobile telecommunications service providers in China may, from time to time,
      issue certain operating policies or guidelines, requesting or stating its
      preference for certain actions to be taken by all WVAS providers using their
      platforms. Due to our reliance on the mobile telecommunications service
      providers, a significant change in their policies or guidelines may have a
      material adverse effect on us. Such change in policies or guidelines may result
      in lower revenue or additional operating costs for us, and as such, we cannot
      assure you that our financial condition and results of operations will not
      be
      materially adversely affected by any such policy or guideline
      change.




**Our
      customers are concentrated in a limited number of
      industries.**




Our
      customers are concentrated primarily in the telecommunications, media and
      technology industries, and to a lesser extent, the automobile, financial
      services, retail and utility industries, where the current trend is to outsource
      certain customer relationship management and value-added services. Our ability
      to generate revenue depends on the demand for our services in these industries.
      An economic downturn, or a slowdown or reversal of the tendency in any of these
      industries to rely on outsourcing could have a material adverse effect on our
      business, results of operations or financial condition.




**The
      markets in which we operate are highly competitive and fragmented and we may
      not
      be able to maintain market share.**




We
      operate in highly competitive markets and expect competition to persist and
      intensify in the future. Our competitors are mainly leaders in the software
      and
      data mining services markets, such as AsiaInfo Holdings, Inc., Lian Chuang,
      Neusoft and Digital China in the software services market and Linkage and NCR
      Corp. in the data mining services market. Our competitors also include small
      firms offering specific applications, divisions of large entities and other
      large independent firms. We face the risk that new competitors with greater
      resources than us will enter our markets.




Increasing
      competition among telecommunication companies in greater China has led to a
      reduction in telecommunication services fees that can be charged by such
      companies. If a reduction in telecommunication services fees negatively impacts
      revenue generated by our customers, they may require us to reduce the price
      of
      our services, or seek competitors that charge less, which could reduce our
      market share. If we must significantly reduce the price of our services, the
      decrease in revenue could adversely affect our profitability.




**Key
      employees are essential to growing our business.**




Regis
      Kwong, Chief Executive Officer, George Du, President, General Manager and
      Chairman, and James Mu, Chief Financial Officer are essential to our ability
      to
      continue to grow our business. Messrs. Kwong, Du and Mu have established
      relationships within the industries in which we operate. If either of them
      were
      to leave the Company, our growth strategy might be hindered, which could limit
      our ability to increase revenue.




In
      addition, we face competition for attracting skilled personnel. If we fail
      to
      attract and retain qualified personnel to meet current and future needs, this
      could slow our ability to grow our business, which could result in a decrease
      in
      market share.




**Although
      individual members of our management team have experience as officers of
      publicly-traded companies, much of that experience came prior to the adoption
      of
      the Sarbanes-Oxley Act.**




It
      may be
      time consuming, difficult and costly for us to develop and implement the
      internal controls and reporting procedures required by the Sarbanes-Oxley Act.
      We may need to hire additional financial reporting, internal controls and other
      finance staff in order to develop and implement appropriate internal controls
      and reporting procedures. If we are unable to comply with the Sarbanes-Oxley
      Act’s internal controls requirements, we may not be able to obtain the
      independent auditor certifications that Sarbanes-Oxley Act requires
      publicly-traded companies to obtain.




**International
      operations require significant management attention.**




Our
      operations in China and in other Asian countries are subject to risks, including
      the following, which, if not planned and managed properly, could materially
      adversely affect our business, financial condition and operating
      results:




·
            legal
                uncertainties or unanticipated changes regarding regulatory requirements,
                political instability, liability, export and import restrictions,
                tariffs
                and other trade barriers;




·
            longer
                customer payment cycles and greater difficulties in collecting accounts
                receivable;




·
            uncertainties
                of laws and enforcement relating to the protection of intellectual
                property; and




·
            potentially
                uncertain or adverse tax
                consequences.




**If
      we need additional financing, which may not be available on satisfactory terms
      or at all.**




We
      believe that our existing cash will be sufficient to support our current
      operating plan for at least the next 18 months. However, our capital
      requirements may be accelerated as a result of many factors, including timing
      of
      development activities, underestimates of budget items, unanticipated expenses
      or capital expenditures, limitation of development of new potential products,
      future product opportunities with collaborators, future licensing opportunities
      and future business combinations. Consequently, we may need to seek additional
      debt or equity financing, which may not be available on favorable terms, if
      at
      all, and which may be dilutive to you.




8




We
      may
      seek to raise additional capital through public or private equity offerings,
      debt financings or additional corporate collaboration and licensing
      arrangements. To the extent we raise additional capital by issuing equity
      securities, our stockholders may experience dilution. To the extent that we
      raise additional capital by issuing debt securities, we would incur substantial
      interest obligations, may be required to pledge assets as security for the
      debt
      and may be constrained by restrictive financial and/or operational covenants.
      Debt financing would also be superior to your interest in bankruptcy or
      liquidation. To the extent we raise additional funds through collaboration
      and
      licensing arrangements, it may be necessary to relinquish some rights to our
      technologies or product candidates, or grant licenses on unfavorable
      terms.




**We
      must respond quickly and effectively to new technological
      developments.**




Our
      business is highly dependent on our computer and telecommunications equipment
      and software systems. Our failure to maintain our technological capabilities
      or
      to respond effectively to technological changes could adversely affect our
      business, results of operations or financial condition. Our future success
      also
      depends on our ability to enhance existing software and systems and to respond
      to changing technological developments. If we are unable to successfully develop
      and bring to market new software and systems in a timely manner, our
      competitors’ technologies or services may render our products or services
      noncompetitive or obsolete.




**If
      we fail to protect adequately or enforce our intellectual property rights,
      or to
      secure rights to patents of others, the value of our intellectual property
      rights could diminish.**




Our
      success, competitive position and future revenues will depend in part on our
      ability, and the ability of our licensors, to obtain and maintain patent
      protection for our products, methods, processes and other technologies, to
      preserve our trade secrets, to prevent third parties from infringing on our
      proprietary rights and to operate without infringing the proprietary rights
      of
      third parties.




To
      date,
      we have nine patents issued by the National Intellectual Property Administration
      of the PRC and the Shenzhen Bureau of Science, Technology and Information.
      We
      anticipate filing additional patent applications both in the PRC and in other
      countries, as appropriate. However, we cannot predict the degree and range
      of
      protection patents will afford us against competitors, including whether third
      parties will find ways to invalidate or otherwise circumvent the our patents,
      if
      and when patents will issue, whether or not others will obtain patents claiming
      aspects similar to our patent applications, or if we will need to initiate
      litigation or administrative proceedings, which may be costly whether we win
      or
      lose.




Our
      success also depends on the skills, knowledge and experience of our scientific
      and technical personnel, consultants, advisors, licensors and contractors.
      To
      help protect our proprietary know-how and inventions for which patents may
      be
      unobtainable or difficult to obtain, we rely on trade secret protection and
      confidentiality agreements. To this end, we require all of our employees,
      consultants, advisors and contractors to enter into confidentiality and, where
      applicable, grant-back agreements. These agreements may not provide adequate
      protection in the event of unauthorized use or disclosure or the lawful
      development by others of such information. If any of our intellectual property
      is disclosed, our value would be significantly impaired, and our business and
      competitive position would suffer.




**If
      we infringe the rights of third parties, we could be prevented from selling
      products, forced to pay damages and compelled to defend against
      litigation.**




If
      our
      products, methods, processes and other technologies infringe proprietary rights
      of other parties, we could incur substantial costs, and may have to obtain
      licenses (which may not be available on commercially reasonable terms, if at
      all), redesign our products or processes, stop using the subject matter claimed
      in the asserted patents, pay damages, or defend litigation or administrative
      proceedings, which may be costly whether it wins or loses. All these could
      result in a substantial diversion of valuable management resources.




We
      believe we have taken reasonable steps, including comprehensive internal and
      external prior patent searches, to ensure we have freedom to operate and that
      our development and commercialization efforts can be carried out as planned
      without infringing others’ proprietary rights. However, we cannot guarantee that
      no third party patent has been filed or will be filed that may contain subject
      matter of relevance to our development, causing a third party patent holder
      to
      claim infringement. Resolving such issues has traditionally resulted, and could
      in our case result, in lengthy and costly legal proceedings, the outcome of
      which cannot be predicted accurately.




**We
      have never paid cash dividends and is not likely to do so in the foreseeable
      future.**




We
      have
      never declared or paid any cash dividends on our common stock. We currently
      intend to retain any future earnings for use in the operation and expansion
      of
      our business. We dos not expect to pay any cash dividends in the foreseeable
      future but will review this policy as circumstances dictate.




***Risks
      Associated With Doing Business In Greater China***




*There
      are substantial risks associated with doing business in greater China, as set
      forth in the following risk factors.*




**Our
      operations and assets in greater China are subject to significant political
      and
      economic uncertainties.**




Changes
      in PRC laws and regulations, or their interpretation, or the imposition of
      confiscatory taxation, restrictions on currency conversion, imports and sources
      of supply, devaluations of currency or the nationalization or other
      expropriation of private enterprises could have a material adverse effect on
      our
      business, results of operations and financial condition. Under our current
      leadership, the Chinese government has been pursuing economic reform policies
      that encourage private economic activity and greater economic decentralization.
      There is no assurance, however, that the Chinese government will continue to
      pursue these policies, or that it will not significantly alter these policies
      from time to time without notice.




**Currency
      fluctuations and restrictions on currency exchange may adversely affect our
      business, including limiting our ability to convert Chinese renminbi into
      foreign currencies and, if Chinese renminbi were to decline in value, reducing
      our revenue in U.S. dollar terms.**




Our
      reporting currency is the U.S. dollar and our operations in China use their
      local currency as their functional currencies. Substantially all of our revenue
      and expenses are in Chinese renminbi. We are subject to the effects of exchange
      rate fluctuations with respect to any of these currencies. For example, the
      value of the renminbi depends to a large extent on Chinese government policies
      and China’s domestic and international economic and political developments, as
      well as supply and demand in the local market. Since 1994, the official exchange
      rate for the conversion of renminbi to the U.S. dollar had generally been stable
      and the renminbi had appreciated slightly against the U.S. dollar. However,
      on
      July 21, 2005, the Chinese government changed its policy of pegging the value
      of
      Chinese renminbi to the U.S. dollar. Under the new policy, Chinese renminbi
      may
      fluctuate within a narrow and managed band against a basket of certain foreign
      currencies. As a result of this policy change, Chinese renminbi appreciated
      approximately 2.5% against the U.S. dollar in 2005 and 3.3% in 2006. It is
      possible that the Chinese government could adopt a more flexible currency
      policy, which could result in more significant fluctuation of Chinese renminbi
      against the U.S. dollar. We can offer no assurance that Chinese renminbi will
      be
      stable against the U.S. dollar or any other foreign currency.




9




The
      income statements of our international operations are translated into U.S.
      dollars at the average exchange rates in each applicable period. To the extent
      the U.S. dollar strengthens against foreign currencies, the translation of
      these
      foreign currencies denominated transactions results in reduced revenue,
      operating expenses and net income for our international operations. Similarly,
      to the extent the U.S. dollar weakens against foreign currencies, the
      translation of these foreign currency denominated transactions results in
      increased revenue, operating expenses and net income for our international
      operations. We are also exposed to foreign exchange rate fluctuations as we
      convert the financial statements of our foreign subsidiaries into U.S. dollars
      in consolidation. If there is a change in foreign currency exchange rates,
      the
      conversion of the foreign subsidiaries’ financial statements into U.S. dollars
      will lead to a translation gain or loss which is recorded as a component of
      other comprehensive income. In addition, we have certain assets and liabilities
      that are denominated in currencies other than the relevant entity’s functional
      currency. Changes in the functional currency value of these assets and
      liabilities create fluctuations that will lead to a transaction gain or loss.
      We
      have not entered into agreements or purchased instruments to hedge our exchange
      rate risks, although we may do so in the future. The availability and
      effectiveness of any hedging transaction may be limited and we may not be able
      to successfully hedge our exchange rate risks.




Although
      Chinese governmental policies were introduced in 1996 to allow the
      convertibility of Chinese renminbi into foreign currency for current account
      items, conversion of Chinese renminbi into foreign exchange for capital items,
      such as foreign direct investment, loans or securities, requires the approval
      of
      the State Administration of Foreign Exchange, or SAFE, which is under the
      authority of the People’s Bank of China. These approvals, however, do not
      guarantee the availability of foreign currency conversion. We cannot be sure
      that we will be able to obtain all required conversion approvals for our
      operations or that Chinese regulatory authorities will not impose greater
      restrictions on the convertibility of Chinese renminbi in the future. Because
      a
      significant amount of our future revenue may be in the form of Chinese renminbi,
      our inability to obtain the requisite approvals or any future restrictions
      on
      currency exchanges could limit our ability to utilize revenue generated in
      Chinese renminbi to fund our business activities outside of China, or to repay
      foreign currency obligations, including our debt obligations, which would have
      a
      material adverse effect on our financial condition and results of
      operations.




**We
      are required to obtain licenses to expand our business into other provinces
      of
      mainland China.**




Our
      activities must be reviewed and approved by various national and local agencies
      of the Chinese government before they will issue business licenses to us. There
      can be no assurance that the current Chinese government, or successors, will
      continue to approve and renew the our licenses. If we are unable to obtain
      licenses or renewals, we will not be able to continue our business operations
      in
      mainland China, which would have a material adverse effect on our business,
      financial condition and results of operations.




**Existing
      and proposed regulation in the areas of consumer privacy, data use and/or
      security could affect our financial condition.**




We
      and
      our customers are subject to regulations related to privacy and data use and
      security in the PRC, and our customers and us could be negatively impacted
      by
      these regulations. Our data mining services depend in large part on the use
      of
      consumer information obtained from former customers of Shenzhen Yulong
      Communications and various third-party sources. Regulation of privacy and data
      use and security in the PRC may increase the costs relating to the our business.
      Any additional regulations in these areas may also increase our costs to comply
      with such regulations and could materially and adversely affect our
      profitability. Finally, failure to comply with the privacy and data use and
      security laws and regulations to which we are subject could result in fines,
      sanctions or other penalties, which could materially and adversely affect our
      results of operations and overall business.




**We
      may have limited legal recourse under PRC law if disputes arise under our
      contracts with third parties.**




The
      Chinese government has enacted some laws and regulations dealing with matters
      such as corporate organization and governance, foreign investment, commerce,
      taxation and trade. However, their experience in implementing, interpreting
      and
      enforcing these laws and regulations is limited, and our ability to enforce
      commercial claims or to resolve commercial disputes is unpredictable. If our
      new
      business ventures are unsuccessful, or other adverse circumstances arise from
      these transactions, we face the risk that the parties to these ventures may
      seek
      ways to terminate the transactions, or, may hinder or prevent us from accessing
      important information regarding the financial and business operations of these
      acquired companies. The resolution of these matters may be subject to the
      exercise of considerable discretion by agencies of the Chinese government,
      and
      forces unrelated to the legal merits of a particular matter or dispute may
      influence their determination. Any rights we may have to specific performance,
      or to seek an injunction under PRC law, in either of these cases, are severely
      limited, and without a means of recourse by virtue of the Chinese legal system,
      we may be unable to prevent these situations from occurring. The occurrence
      of
      any such events could have a material adverse effect on our business, financial
      condition and results of operations.




**We
      must comply with the Foreign Corrupt Practices Act.**




We
      are
      required to comply with the United States Foreign Corrupt Practices Act, which
      prohibits U.S. companies from engaging in bribery or other prohibited payments
      to foreign officials for the purpose of obtaining or retaining business. Foreign
      companies, including some of our competitors, are not subject to these
      prohibitions. Corruption, extortion, bribery, pay-offs, theft and other
      fraudulent practices occur from time-to-time in mainland China. If our
      competitors engage in these practices, they may receive preferential treatment
      from personnel of some companies, giving our competitors an advantage in
      securing business or from government officials who might give them priority
      in
      obtaining new licenses, which would put us at a disadvantage. Although we inform
      our personnel that such practices are illegal, we can not assure you that our
      employees or other agents will not engage in such conduct for which we might
      be
      held responsible. If the our employees or other agents are found to have engaged
      in such practices, we could suffer severe penalties.




10




**PRC
      laws and regulations restrict foreign investment in China’s telecommunications
      service industry and we have entered into contractual agreements with Jingwei
      Communications to control and realize the benefits of the business. We are
      relying upon PRC laws and there is substantial uncertainty regarding the
      interpretation and application of current or future PRC laws and
      regulations.**




Since
      we
      are deemed to be foreign persons or foreign-funded enterprises under PRC laws
      and cannot directly invest in companies operating in the telecommunications
      industry, we operate our businesses in China through Jingwei Communications,
      an
      operating company that is owned by PRC citizens and not by us. We control
      Jingwei Communications through a series of contractual arrangements. Although
      we
      believe we are in compliance with current PRC regulations, we cannot be sure
      that the PRC government would view these contractual arrangements to be in
      compliance with PRC licensing, registration or other regulatory requirements,
      with existing policies or with requirements or policies that may be adopted
      in
      the future. In the opinion of our PRC legal counsel, our current ownership
      structure and the contractual arrangements comply with all existing applicable
      PRC laws, rules and regulations. Because this structure has not been challenged
      or examined by PRC authorities, uncertainties exist as to whether the PRC
      government may interpret or apply the laws governing these arrangements in
      a way
      that is contrary to the opinion of our PRC counsel. If we, our wholly-owned
      subsidiaries or Jingwei Communications, were found to be in violation of any
      existing PRC laws or regulations, the relevant regulatory authorities would
      have
      broad discretion to deal with such violation, including, but not limited to
      the
      following:




·
            levying
                fines;




·
            confiscating
                income;




·
            revoking
                licenses;




·
            shutting
                down servers or blocking websites;




·
            requiring
                a restructure of ownership or operations;
                and/or




·
            requiring
                the discontinuance of WVAS
                businesses.




Any
      of
      these or similar actions could cause significant disruption to our business
      operations or render us unable to conduct our business operations and may
      materially adversely affect our business, financial condition and results of
      operations.




**The
      contractual agreements between Jingwei HengTong and Jingwei Communications
      may
      not be as effective in providing operational control as direct ownership of
      these businesses and may be ineffective to permit consolidation of the financial
      results of the business.**




We
      depend
      on Jingwei Communications, an operating company in which we have no equity
      ownership interest, for substantially all of our operations, revenues and net
      income, and must rely on contractual agreements to control and operate these
      businesses. Although we have been advised by PRC legal counsel that our
      contractual arrangements with the operating company are valid, binding and
      enforceable under PRC laws and regulations, these contractual agreements may
      not
      be as effective in providing and maintaining control over the operating company
      and its business operations as direct ownership of these businesses. For
      example, we may not be able to take control of Jingwei Communications upon
      the
      occurrence of certain events, such as the imposition of statutory liens,
      judgments, court orders, death or incapacity. Furthermore, if the operating
      company and its shareholders fail to perform as required under those contractual
      agreements, we will have to rely on the PRC legal system to enforce those
      agreements, and due to the uncertainties that exist under PRC law about its
      structure, there is no guarantee that we will be successful in an enforcement
      action and any action could result in the disruption of our business, damage
      to
      our reputation, diversion of our resources and significant costs. In addition,
      the PRC government may propose new laws or amend current laws that may be
      detrimental to our current contractual agreements with the operating company,
      which may in turn have a material adverse effect on our business
      operations.




These
      contractual arrangements have not yet been the subject of an audit report issued
      by an audit firm registered with the Public Company Accounting Oversight Board
      in the United States. In the event the audit firm providing an audit report
      regarding our financial statements for the year ended December 31, 2007
      determines that the contractual arrangements are not effective to permit
      consolidation of the results of operations of the business, we may be required
      to modify such arrangements in order to obtain the opinion of such audit firm
      regarding their financial statements that must be filed with the SEC. Any such
      modifications may be costly and time-consuming or may not be possible to
      implement, which would likely result in significant disruptions to our business
      and the public market for our securities.




***Risks
      Related to the Common Stock***




**If
      we do not timely file and have declared effective a registration statement
      to
      register for resale shares from our recent offering, we will be subject to
      liquidated damages.**




We
      entered into a Registration Rights Agreement at the time of closing of the
      Offering. Under the Registration Rights Agreement, we are obligated to file
      a
      registration statement providing for the resale of all or a portion of the
      shares included in the Units and all, or a portion of the Shares underlying
      the
      Warrants included in the Units within 60 calendar days after the closing of
      the
      Offering and we will use our best efforts to have it declared effective within
      120 calendar days of the closing of the Offering. Although we believe that
      we
      and our advisors will be able to take all steps necessary to permit the SEC
      to
      declare the registration statement effective, it is possible that the SEC may,
      by application of policies or procedures that vary from past policies and
      procedures, delay the effectiveness of the registration statement or make it
      impractical for us to respond to the SEC in a manner that permits us to declare
      the registration statement effective. If we do not meet these timelines, then
      we
      must pay liquidated damages in the amount of 1% of the purchase price of the
      securities being registered, per month, subject to a maximum limit of
      10%.




11




**When
      the registration statement becomes effective, there will be a significant number
      of shares of common stock eligible for sale, which could depress the market
      price of such stock.**




Following
      the effective date of the registration statement, a large number of shares
      of
      common stock will become available for sale in the public market, which could
      harm the market price of the stock. Further, shares may be offered from time
      to
      time in the open market pursuant to Rule 144, and these sales may have a
      depressive effect as well. In general, a person who has held restricted shares
      for a period of one year may, upon filing a notification with the SEC on Form
      144, sell common stock into the market in an amount equal to the greater of
      one
      percent of the outstanding shares or the average weekly trading volume during
      the last four weeks prior to such sale.




fOur
      principal stockholders, officers and directors, who currently own 53.4% of
      our
      outstanding Common Stock, are subject to a one year lock-up which expires on
      May
      16, 2008. The shares of Common Stock held by the **** former **** shareholders **** will
      be
      tradable subject to compliance with the requirements of the Securities Act,
      including Rules 144 and 145 under the Securities Act.




**Item
      3. Controls and Procedures**




We
      maintain "disclosure controls and procedures," as such term is defined under
      the
      Exchange Act Rule 13a-15(e), that are designed to ensure that the information
      required to be disclosed in our Exchange Act reports is recorded, processed,
      summarized, and reported within the time periods specified in  the
      SEC's
      rules and forms, and that such information is accumulated and communicated
      to
      our management, including our Chief Executive Officer and Chief
      Financial Officer, as appropriate, to allow timely decisions regarding the
      required disclosures. We have carried out an evaluation under the supervision
      and with the participation of our management, including our Chief Executive
      Officer and Chief Financial Officer, of the effectiveness of the design and
      operation of our disclosure controls and procedures as of June 30, 2007. Based
      upon their evaluation and subject to the foregoing, the Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures were effective to ensure that required material information is
      included in this quarterly report for the period ended June 30,
      2007.




There
      were no changes in our internal controls over financial reporting during the
      quarter ended June 30, 2007 that has materially affected, or is reasonably likely to affect, our internal control over financial
      reporting.




**Part
      II OTHER INFORMATION**




**Item
      4. Legal Proceedings**




Not
      applicable.




**Item
      5. Unregistered Sales of Equity Securities and Use of
      Proceeds**




Not
      applicable.




**Item
      6. Defaults Upon Senior Securities**




Not
      applicable.




**Item
      7. Submission of Matters to a Vote of Security Holders**




No
      matter
      was submitted to a vote of security holders during the second quarter ended
      June
      30, 2007.




**Item
      8. Other Information**




On
        August
        14, 2007, the Company issued an earnings release announcing its results of
        operations for the three months and six months ended June 30, 2007 (the
“Earnings Release”). In order to provide a meaningful comparison to the
        comparable periods in 2006, the financial results in the Earnings Release
        were
        presented on a pro forma basis as if the Company had acquired its primary
        Chinese operating company, Jingwei Communications at the beginning of fiscal
        years 2006 and 2007.




**Item
      9. Exhibits**




The
      following exhibits are furnished as part of the Quarterly Report on Form
      10-QSB:




Exhibit
              No.
            
            Description31.1
            
            Certification of the Chief Executive
              Officer
              (Principal Executive Officer) pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.31.2
            
            Certification of the Chief Financial
              Officer
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
            
            Certifications of the Chief Executive
              Officer
              (Principal Executive Officer) and the Chief Financial Officer pursuant
              to
              Section906
              of the Sarbanes-Oxley Act of 2002.99.1
            
            Press
              release dated August 14, 2007.




12




**SIGNATURES**




In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




Dated:
              August 14, 2007
            JINGWEI INTERNATIONAL LIMITEDBy:
            /s/ Regis KwongName:
              Regis KwongTitle:
                Chief Executive Officer
              (Principal
                Executive
                Officer)


JINGWEI
                  INTERNATIONAL LIMITEDBy:
              /s/ James MuName:
                James MuTitle:
                  Chief Financial Officer
                (Principal
                  Accounting and Financial
                  Officer)
  13