**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended June 30,
                2008.




or




 ̈
            Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the transition period from _____________ to
                _____________.




**Commission
      File Number: 000-51725**




**JINGWEI
      INTERNATIONAL LIMITED**


(Exact
      name of registrant as specified in its charter)





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




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


**Futian
      District,**




**Shenzen,
      PRC 518040**


(Address
      of Principal Executive Offices including Zip Code)




**+86
      1085251198**


(Registrant’s
      Telephone Number, Including Area Code)




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days. Yes x No  ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange. (Check
      one):




Large
                Accelerated Filer ̈
            Accelerated
                Filer ̈
            Non-Accelerated
                Filer ̈
            Smaller
                Reporting Companyx




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes  ̈ No x




As
      of
      August 14, 2008, there were 17,049,000 shares of the issuer’s common stock, par
      value $0.001 per share, outstanding.








PART
                I. FINANCIAL INFORMATION
            
            1Item
                1.
            
            Condensed
                Consolidated Financial Statements
            
            1Item
                2.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            17Item
                3.
            
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            26Item
                4.
            
            Controls
                and Procedures
            
            26PART
                II. OTHER INFORMATION
            
            27Item
                1.
            
            Legal
                Proceedings
            
            27Item
                1A.
            
            Risk
                Factors
            
            27Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            28Item
                3.
            
            Defaults
                Upon Senior Securities
            
            28Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            28Item
                5.
            
            Other
                Information
            
            28Item
                6.
            
            Exhibits
            
            28




-i-


**PART
      I.**


**FINANCIAL
      INFORMATION**




**Item1.
      Condensed Consolidated Financial Statements**




**Jingwei
        International Limited And Subsidiaries**
  **Condensed
          Consolidated Balance Sheets**
  **(Stated
            in US Dollars)**


**June
                  30**
              
              **December
                  31****2008**
              
              **2007**(unaudited)
              
              (audited)**ASSETS****Current
                  assets**Cash
                  and equivalents
              
              $
              6,990,103
              
              $
              10,760,020Inventories
              
              
              1,770,910
              
              
              1,051,866Trade
                  receivables (net of allowance of doubtful accounts of $193,593
                  and
                  $176,808)
              
              
              17,050,606
              
              
              11,857,099Other
                  receivables, prepayments and deposits (net of allowance of doubtful
                  accounts of $118,108 and $95,513)
              
              
              6,147,988
              
              
              7,299,973**Total
                  Current Assets**
              
              
              31,959,608
              
              
              30,968,958**Non-current
                  assets**Property,
                  plant and equipment - Net
              
              
              1,175,431
              
              
              952,638Acquired
                  Intangible Assets
              
              
              11,734,978
              
              
              5,681,669**Total
                  Assets**
              
              $
              44,870,016
              
              $
              37,603,265**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  liabilities**Trade
                  payables
              
              $
              3,144,355
              
              $
              3,221,088Accruals
                  and other payables
              
              
              1,338,114
              
              
              2,480,449Income
                  Tax payable
              
              
              509,648
              
              
              557,514Deferred
                  Tax
              
              
              669,982
              
              
              270,707Loan
                  from a stockholder
              
              
              555,318
              
              
              543,597**Total
                  Current Liabilities**
              
              
              6,217,417
              
              
              7,073,355**Total
                  Liabilities**
              
              
              6,217,417
              
              
              7,073,355Minority
                  Interest - Variable Interest Entities
              
              
              7,440,553
              
              
              6,566,914**Stockholders'
                  Equity**Common
                  stock, $.001 par value; 75,000,000 shares authorized, 17,049,000
                  shares
                  issued and outstanding
              
              
              17,049
              
              
              17,049Additional
                  Paid-in Capital
              
              
              15,235,244
              
              
              15,063,981Statutory
                  and other reserves
              
              
              703,475
              
              
              703,475Accumulated
                  other comprehensive income
              
              
              2,484,807
              
              
              1,223,373Retained
                  Earnings
              
              
              12,771,471
              
              
              6,955,118**Total
                  Stockholders' Equity**
              
              
              31,212,046
              
              
              23,962,996**Total
                  Liabilities and Stockholders' Equity**
              
              $
              44,870,016
              
              $
              37,603,265




See
        accompanying notes to condensed consolidated financial
        statements.




-1-


**Jingwei
        International Limited And Subsidiaries**
  **Condensed
          Consolidated Statements of Operations (Unaudited)**


**(Stated
        in US Dollars)**




**Three
                Months Ended**
              **June
                30, 2008**
            
            **Three
                Months Ended**
              **June
                30, 2007**
            
            **Six
                Months Ended June 30, 2008**
            
            **Six
                Months Ended June 30, 2007**Sales
            
            $
            8,788,418
            
            $
            7,750,221
            
            $
            14,541,866
            
            $
            9,885,299Cost
                of sales
            
            
            (3,869,131
            )
            
            (5,398,273
            )
            
            (5,938,519
            )
            
            (5,871,419
            )**Gross
                profit**
            
            
            4,919,287
            
            
            2,351,948
            
            
            8,603,346
            
            
            4,013,880**Expenses**Selling,General
                and Administrative expenses
            
            
            (1,012,663
            )
            
            (323,222
            )
            
            (1,710,188
            )
            
            (458,965
            )Research
                and development costs
            
            
            (351,151
            )
            
            (177,889
            )
            
            (516,142
            )
            
            (176,519
            )**Total
                Expenses**
            
            
            (1,363,814
            )
            
            (501,111
            )
            
            (2,226,330
            )
            
            (635,484
            )**Income
                from operations**
            
            
            3,555,473
            
            
            1,850,837
            
            
            6,377,017
            
            
            3,378,396**Other
                income (expenses)**Subsidy
                income
            
            
            286,962
            
            
            23,904
            
            
            543,690
            
            
            64,921Interest
                income
            
            
            3,835
            
            
            590
            
            
            8,760
            
            
            1,112Finance
                costs
            
            
            (4,276
            )
            
            (4,257
            )
            
            (8,039
            )
            
            (21,181
            )Other
                income (expense)
            
            
            (28,544
            )
            
            38,235
            
            
            (24,450
            )
            
            64,383**Total
                other income**
            
            
            257,977
            
            
            58,472
            
            
            519,961
            
            
            109,235**Income
                before income taxes**
            
            
            3,813,450
            
            
            1,909,309
            
            
            6,896,978
            
            
            3,487,631**Income
                taxes**
            
            
            (776,686
            )
            
            (237,376
            )
            
            (1,080,625
            )
            
            (354,703
            )**Net
                income**
            
            $
            3,036,764
            
            $
            1,671,933
            
            $
            5,816,353
            
            $
            3,132,928**Earnings
                Per Share (Basic)**
            
            $
            0.18
            
            $
            0.11
            
            $
            0.34
            
            $
            0.22**Earnings
                Per Share (Diluted)**
            
            $
            0.18
            
            $
            0.11
            
            $
            0.34
            
            $
            0.21**Weighted
                Average Common Shares Outstanding**Basic
            
            
            17,049,000
            
            
            15,444,769
            
            
            17,049,000
            
            
            14,554,331Diluted
            
            
            17,049,000
            
            
            15,753,621
            
            
            17,090,330
            
            
            14,863,183




See accompanying notes to condensed consolidated financial
        statements.




-2-




**Jingwei
      International Limited And Subsidiaries**


**Condensed
          Consolidated Statements of Comprehensive Income
          (unaudited)**
  **(Stated
            in US Dollars)**





**Three
                Months Ended**
              **June
                30, 2008**
            
            **Three
                Months Ended**
              **June
                30, 2007**
            
            **Six
                Months Ended June 30, 2008**
            
            **Six
                Months Ended June 30, 2007**Net
                Income
            
            $
            3,036,764
            
            $
            1,671,933
            
            $
            5,816,353
            
            $
            3,132,928Other
                Comprehensive IncomeForeign
                currency translation adjustment
            
            
            643,583
            
            
            97,229
            
            
            1,261,434
            
            
            141,876Comprehensive
                Income
            
            $
            3,680,347
            
            $
            1,769,162
            
            $
            7,077,787
            
            $
            3,274,804




See
        accompanying notes to condensed consolidated financial
        statements.




-3-


**Jingwei
          International Limited And Subsidiaries**
  **Condensed
            Consolidated Statement of Stockholders' Equity**
  **(Stated
              in US Dollars)**
 Number
                    of Shares of Common Stock
                
                Common
                    Stock
                
                Additional
                    Paid-In Capital
                
                Statutory
                    and Other Reserves
                
                Accumulated
                    Other Comprehensive income
                
                Retained
                    Earnings
                
                TotalBalance,
                    December 31, 2007 (Audited)
                
                
                17,049,000
                
                $
                17,049
                
                $
                15,063,981
                
                $
                703,475
                
                $
                1,223,373
                
                $
                6,955,118
                
                $
                23,962,996Foreign
                    Currency Translation adjustment
                
                
                —
                
                
                —
                
                
                171,263
                
                
                —
                
                
                1,261,434
                
                
                —
                
                
                1,432,697Net
                    income
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                5,816,353
                
                
                5,816,353Balance,
                    June 30, 2008 (Unaudited)
                
                
                17,049,000
                
                $
                17,049
                
                $
                15,235,244
                
                $
                703,475
                
                $
                2,484,807
                
                $
                12,771,471
                
                $
                31,212,046
  See
          accompanying notes to condensed consolidated financial
          statements.
  -4-


**Jingwei
        International Limited And Subsidiaries**
  **Consolidated
          Statements of Cash Flows (Unaudited)**
  **(Stated
            in US Dollars)**




**Six
                Months Ended**
              **June
                30, 2008**
            
            **Six
                Months Ended**
              **June
                30, 2007****Cash
                flows from operating activities**Net
                income
            
            $
            5,816,353
            
            $
            3,132,928Adjustments
                to reconcile nent income to netcash(used
                in)provided by operating activitiesDepreciation
                & amortisation
            
            
            752,533
            
            
            32,738Allowance
                for doubful accounts
            
            
            21,233
            
            
            —Amortisation
                of stock options issued for services
            
            
            171,263
            
            
            —(Increase)
                Decrease in assets net of effect of variable interest
                entities:Trade
                receivables
            
            
            (4,331,308
            )
            
            (1,662,329
            )Other
                receivables,prepayments and deposits
            
            
            (2,641,977
            )
            
            1,590,886Amounts
                due from related parties
            
            
            —
            
            
            (2,210,933
            )Inventories
            
            
            (719,045
            )
            
            237,983Increase
                (Decrease) in liabilities, net of variable interest
                entities:Trade
                payables
            
            
            (275,992
            )
            
            (292,762
            )Other
                payables and accrued expenses
            
            
            (1,130,615
            )
            
            (116,554
            )Amounts
                due to related parties
            
            
            —
            
            
            (1,515,321
            )Income
                tax payable
            
            
            351,410
            
            
            612,041Net
                cash flows used in operating activities
            
            
            **(1,986,145**
            **)**
            
            **(191,323**
            **)****Cash
                flows from investing activities**Cash
                from acquisiton of variable interest entities
            
            
            —
            
            
            528,493Acquisition
                of property and equipment
            
            
            (319,750
            )
            
            (2,372,544
            )Acquisition
                of intangible assets
            
            
            (1,900,861
            )
            
            —Net
                cash flows used in investing activities
            
            
            **(2,220,611**
            **)**
            
            **(1,844,051**
            **)****Cash
                flows from financing activities**Net
                proceeds from private placement
            
            
            —
            
            
            15,071,030Repayment
                of stockholder loan
            
            
            —
            
            
            (282,294
            )Net
                cash flows provided by financing activities
            
            
            —
            
            
            **14,788,736**Effect
                of foreign currency translation on cashand
                cash equivalents
            
            
            **436,839**
            
            
            **141,876**Net
                increase in cash and equivalents
            
            
            **(3,769,917**
            **)**
            
            **12,895,238**Cash
                and cash equivalents-beginning of period
            
            
            **10,760,020**
            
            
            **409,419**Cash
                and cash equivalents-end of period
            
            **$**
            **6,990,103**
            
            **$**
            **13,304,657****Supplemental
                Disclosure of Cash Flow Information**Income
                tax paid
            
            
            773,665
            
            
            48,924Interest
                paid
            
            
            —
            
            
            26,144**Supplemental
                Disclosure of Non-cash Investing Activities**Transfer
                of prepayment to acquired intangible assets
            
            
            5,231,805
            
            
            —




See
        accompanying notes to condensed consolidated financial
        statements.




-5-




**JINGWEI
      INTERNATIONAL LIMITED**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**Note
              1**
            **CORPORATE
                INFORMATION AND DESCRIPTION OF
                BUSINESS**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared by Jingwei International Limited (the “Company”). These statements
      include all adjustments (consisting only of their normal recurring adjustments)
      which management believes necessary for a fair presentation of the statements
      and have been prepared on a consistent basis using the accounting policies
      described in the Form 10-KSB for the year ended December 31, 2007 (“2007 Form
      10-KSB”). Certain financial information and footnote disclosures normally
      included in financial statements prepared in accordance with accounting
      principles generally accepted in the United States have been condensed or
      omitted pursuant to the rules and regulations of the Securities and Exchange
      Commission, although the Company believes that the accompanying disclosures
      are
      adequate to make the information presented not misleading. The Notes to
      Financial Statements included in the 2007 Form 10-KSB should be read in
      conjunction with the accompanying interim financial statements. The interim
      operating results for the three and six months ended June 30, 2008 may not
      be
      indicative of operating results expected for the full year.





**Note
              2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES**





Basis
      of presentation and consolidation





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





The
      condensed 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.





The
      Company is the primary beneficiary of Jingwei Communication, New Yulong IT
      and
      New Yulong Software, which are qualified as variable interest entities (VIE).
      Accordingly, the assets and liabilities and revenues and expenses of the VIE
      have been included in the accompanying consolidated financial statements. The
      principal activities of the VIE are in the provision of datamining and software
      development services. As of June 30, 2008 and for the six months ended June
      30,
      2008, the VIE had assets of $42,260,762, liabilities of $20,879,113, revenues
      of
      $13,752,836, and operating expenses of $1,612,176. No assets were pledged or
      given as collateral against any borrowings.





Reclassification





Reclassification
      has been made from tax payable to deferred tax at December 31, 2007 in order
      to
      be consistent with the 2008 presentation.





-6-


**Note
                2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES-CONTINUED**





Use
      of
      estimates





In
      preparing financial statements in conformity with accounting principles
      generally accepted in the United States, 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 trade receivables and other receivables, inventories, and
      the
      estimation on useful lives of property and equipment and intangible assets.
      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 and cash equivalents, trade
      receivables, and other receivables. As of June 30, 2008, 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.





Fair
      value of financial instruments





The
      carrying values of the Company’s financial instruments, including cash and cash
      equivalents, trade receivables, other receivables, prepayments and deposits,
      trade and other payables, 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 the 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 defined as the change
      in
      equity of a company during a period from transactions and other events and
      circumstances excluding transactions resulting from investments from owners
      and
      distributions to owners. For the Company, comprehensive income for the periods
      presented includes net income and foreign currency translation
      adjustments.





Cash
      and cash equivalents





Cash
      and
      cash equivalents include all cash on hand, deposits in banks, and highly liquid
      investments with original maturity of three months or less.





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





-7-





**Note
              2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES-CONTINUED**





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 according to the aging of trade
      and other receivables as follows:





%
                of generalTrade
                and other receivables due:
            
            provisionWithin
                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 and other
      receivables.





Property
      and equipment, net





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
            %
            
            0
            %Motor
                vehicles
            
            
            19.4
            %
            
            3
            %Office
                equipment and computers
            
            
            19.4
            %
            
            3
            %





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.





Acquired
      intangible assets, net





Acquired
      intangible assets are the database valued at acquisition cost less accumulated
      amortization. Amortization is calculated using the straight-line method over
      their expected useful lives of 8 years.





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





-8-





**Note
              2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED**





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,
      net of any taxes, 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.





*Software
      and System Services*





Subject
      to these criteria, the Company generally recognizes revenue from software and
      system services when: a) a contract has been signed by the customers, 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.





*Datamining
      Services*





Revenue
      from datamining services is recognized when the services are
      rendered.





*Consumer
      Electronics Sales*





Prior
      to
      January 1, 2008, the Company followed Emerging Issues Task Force (“EITF”) No.
      99-19, “Reporting Revenue as a Principal versus Net as an Agent”. Under the
      guidance of this EITF, the assessment of whether revenue should be reported
      gross with separate display of cost of sales to arrive at gross profit should
      be
      based on the following considerations: the Company acts as principal in the
      transaction, takes titles to the products and has risk and rewards of ownership
      (such as the risk of loss for collection, delivery or returns). Based on EITF
      No. 99-19, the Company recognized all revenue from the sales of consumer
      electronic goods on a gross basis. Effective January 1, 2008, the Company
      changed the terms of the service contract with the manufacturer for the sales
      of
      customer electronic goods and reported revenue net as a marketing service fee
      instead of the gross sales.





Subsidy
      income





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





On
      June
      5, 2008, the Company received a lump sum subsidy of $286,962 (RMB 2,000,000)
      by
      the Shenzhen Technology and Information Bureau. This amount is categorized
      as a
      subsidy to the Company for technology research and development.





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
      incurred.





-9-





**Note
              2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED**





Retained
      earnings -appropriated





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





(a)  Statutory
      surplus reserve





In
      accordance with the relevant laws and regulations of the PRC and the articles
      of
      association of our PRC entities, these companies 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, on an annual basis. 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)  Discretionary
      surplus reserve





In
      accordance with the articles of association of our
      PRC
      entities ,
      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 g eneral
      meeting. None of the Company’s PRC entities had appropriated their earnings to discretionary surplus reserve from their
      respective dates of inception to June 30, 2008.





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 carry forwards 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





The
      functional currency of the Company is 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 the exchange rates 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.





-10-





**Note
              2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED**





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.





Stock-Based
      Compensation





Common
      stock, stock options and common stock warrants issued to employees, directors
      and non-employees are recorded on the basis of their fair value, as required
      by
      SFAS No. 123(R). For stock options and common stock warrants issued to
      non-employees, they are measured as of the date required by EITF Issue 96-18,
      “Accounting for Equity Instruments That Are Issued to Other Than Employees for
      Acquiring, or in Conjunction with Selling, Goods or Services.”





On
      June
      12, 2008 the Company granted to Strategic Growth International, Inc (“SGI”)
      options to purchase a total of 150,000 shares of the Company’s common stock at a
      premium strike price of US$7.00 per share as part of the compensation for
      investor relations service. The contractual term is 5 years and it is
      non-transferable; however, hedging is not prohibited. The options were valued
      at
      $2.699 per unit using the Black-Scholes option-pricing model with an assumed
      70.10% volatility, a five year term for the options, a risk free rate of 3.715%
      and a dividend yield of 0%. These options vest in 4 quarterly installments
      in
      equal amount of 25,000 beginning with the date of the grant and the balance
      of
      50,000 vest on June 5, 2009. The consulting expense for these services is
      recognized on a straight line basis over the one year period of the related
      consulting contract.





On
      June
      9, 2008 the Company granted to John Bi, the CFO of the Company, options to
      purchase a total of 50,000 shares of the Company’s common stock at a strike
      price equal to the greater of fair market value of the stock at grant date
      or
      US$4.90 and fully vested at grant. The contractual term is 10 years and it
      is
      non-transferable. Based on the Black-Scholes option pricing model, the options
      were valued at $ 2.758 per unit with an assumed 70.16% volatility, a five year
      term for the options, a risk free rate of 3.470% and a dividend yield of 0%.





In
      accordance with SFAS No. 123R, the Company has recorded stock-based compensation
      expense during the three and six months ended June 30, 2008 of $ 171,263 and
      $
      171,263, respectively, in connection with the issuance of these options. As
      of
      June 30, 2008, there was $367,033 of unrecognized expense related to options
      of
      non-employees which will be recognized over the term of the agreement through
      June 5, 2009.





The
      Company does not have sufficient information to assess the volatility of its
      equity securities since the Company has not been public long enough to support
      a
      historical volatility analysis and there are no publicly traded options on
      the
      Company stock to facilitate an implied volatility analysis. The management
      utilized a peer group in order to assess its volatility. When a peer group
      is
      used, the volatility estimate is generally either the average or the median
      volatility of the group.





-11-




**Note
              2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES-CONTINUED**





The
      following table summarizes all Company stock option transactions between January
      1, 2008 and June 30, 2008:





Options
                & warrants outstanding
            
            Vested
                shares
            
            Range
                of Exercise price per common shareBalance,
                December 31, 2007
            
            
            1,459,850
            
            
            1,459,850
            
            $
            6.00Granted
            
            
            200,000
            
            
            75,000
            
            $
            4.90-7.00Balance,
                June 30, 2008
            
            
            1,659,850
            
            
            1,534,850
            
            $
            4.90-7.00




Options
                & warrants OutstandingWeightedNumber
            
            Weighted
            
            AverageOutstanding
            
            Average
            
            ExercisePrice
                ofRange
                of
            
            Currently
              Exercisable
            
            Remaining
              Contractual
                Life
            
            Options
              CurrentlyExercise
                Prices
            
            at
                June 30, 2008
            
            (Years)
            
            Exercisable$4.90-$7.00
            
            
            1,534,850
            
            
            3.2
            
            $
            5.98




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 and options 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





During
      September 2006, the Financial Accounting Standards Board (“FASB”)
      issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which
      is effective for fiscal years beginning after November 15, 2007 with
      earlier adoption encouraged. SFAS 157 defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting principles,
      and expands disclosures about fair value measurements. In February 2008, the
      FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement
      No.
      157 which delayed the effective date of SFAS 157 for all non-financial assets
      and liabilities, except those that are recognized or disclosed at fair value
      in
      the financial statements on a recurring basis, until January 1,
      2009.   The Company adopted SFAS 157 on January 1, 2008 for all
      financial assets and liabilities, but the implementation did not have a
      significant impact on the Company's financial position or results of
      operations.  The Company has not yet determined the impact the
      implementation of SFAS 157 will have on the Company’s non-financial assets and
      liabilities which are not recognized or disclosed on a recurring
      basis.  However, the Company does not anticipate that the full
      adoption of SFAS 157 will significantly impact their consolidated financial
      statements.




-12-




**Note
              2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED**




During
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities—Including an amendment of FASB Statement No.
      115 (“SFAS 159”), which permits entities to choose to measure many financial
      instruments and certain other items at fair value. The objective of SFAS 159
      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. The Company adopted SFAS 159 on January 1, 2008 and will change
      the
      accounting for business combination on a prospective basis.





In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
      Combinations (“SFAS 141R”). SFAS 141R establishes principles and
      requirements for how an acquirer recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, any
      noncontrolling interest in the acquiree and the goodwill acquired.
      SFAS 141R also establishes disclosure requirements to enable the evaluation
      of the nature and financial effects of the business combination. This statement
      is effective for the Company beginning January 1, 2009 and will change the
      accounting for business combination on a prospective basis.





In
      December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
      Consolidated Financial Statements—an amendment of Accounting Research Bulletin
      No. 51 (“SFAS 160”). SFAS 160 establishes accounting and
      reporting standards for ownership interests in subsidiaries held by parties
      other than the parent, the amount of consolidated net income attributable to
      the
      parent and to the noncontrolling interest, changes in a parent’s ownership
      interest, and the valuation of retained noncontrolling equity investments when
      a
      subsidiary is deconsolidated. SFAS 160 also establishes disclosure
      requirements that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners. This statement is
      effective for the Company beginning January 1, 2009. The Company is
      currently evaluating the potential impact of the adoption of SFAS 160 on
      its consolidated financial position, results of operations or cash
      flows.





In
      March
      2008, the FASB issued Statement No. 161, *Disclosures
      about Derivative Instruments and Hedging Activities* (“SFAS
      161”), which is effective January 1, 2009. SFAS 161 requires enhanced
      disclosures about derivative instruments and hedging activities to allow for
      a
      better understanding of their effects on an entity’s financial position,
      financial performance, and cash flows. Among other things, SFAS 161 requires
      disclosures of the fair values of derivative instruments and associated gains
      and losses in a tabular formant. SFAS 161 is not currently applicable to the
      Company since the Company does not have derivative instruments or hedging
      activity.





In
      April
      2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination of
      the
      Useful Life of Intangible Assets, which amends the factors that should be
      considered in developing renewal or extension assumptions used to determine
      the useful
      life of a recognized intangible asset under FASB Statement No. 142, Goodwill
      and
      Other Intangible Assets. This Staff Position is effective for financial
      statements issued for fiscal years beginning after December 15, 2008, and
      interim periods within those fiscal years. Early adoption is prohibited. The
      Company is currently evaluating the potential impact of the SFAS 142-3 on its
      consolidated financial statements.





In
      May
      2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
      Accounting Principles (“FAS 162"). This Standard identifies the sources of
      accounting principles and the framework for selecting the principles to be
      used
      in the preparation of  financial statements of nongovernmental entities
      that are presented in conformity with generally accepted accounting principles.
      FAS 162 directs the hierarchy to the entity, rather than the independent
      auditors, as the entity is responsible for selecting accounting principles
      for
      financial statements that are presented in conformity with generally accepted
      accounting principles. The Standard is effective 60 days following SEC approval
      of the Public Company Accounting Oversight Board amendments to remove the
      hierarchy of generally accepted accounting principles from the auditing
      standards. FAS 162 is not expected to have an impact on the Company’s financial
      statements.




-13-





**Note
              2**
            **SUMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES-CONTINUED**




In
      May
      2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for
      Convertible Debt That May Be Settled in Cash upon Conversion (Including Partial
      Cash Settlement) ("FSP 14-1"). FSP 14-1 will be effective for financial
      statements issued for fiscal years beginning after December 15, 2008. The FSP
      includes guidance that convertible debt instruments that may be settled in
      cash
      upon conversion should be separated between the liability and equity components,
      with each component being accounted for in a manner that will reflect the
      entity's nonconvertible debt borrowing rate when interest costs are recognized
      in subsequent periods. The
      Company does not currently have convertible debt, therefore, this guidance
      is
      not expected to have an impact on the Company’s financial
      statements.





In
      June
      2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted
      in Share-Based Payment Transactions are Participating Securities. This FSP
      provides that unvested share-based payment awards that contain nonforfeitable
      rights to dividends or dividend equivalents (whether paid or unpaid) are
      participating securities and shall be included in the computation of earnings
      per share pursuant to the two-class method. The Company does not currently
      have
      any share-based awards that would qualify as participating securities.
      Therefore, application of this FSP is not expected to have an effect on the
      Company's financial reporting.





**Note
              3**
            **OTHER
                RECEIVABLES, PREPAYMENT AND
                DEPOSITS**





The
      following table summarizes the components of other receivables, prepayments
      and
      deposits as of June 30, 2008 and December 31, 2007.




June
                30, 2008
            
            December
                31, 2007Prepayment
                for purchasing of data, goods and services
            
            $
            4,528,946
            
            $
            6,815,346Loan
                receivable
            
            
            1,091,417
            
            
            -Others
            
            
            527,625
            
            
            484,627Total
            
            $
            6,147,988
            
            $
            7,299,973





Loan
      receivable represents a loan of RMB7,500,000 (approximately $1,091,417) to
      an
      unrelated company, Henan Red Flag Advertising Company(“Henan Red Flag”). At the
      beginning of 2008, the Company entered into a business initiative to explore
      the
      opportunity of a merger and acquisition transaction with Henan Red Flag. To
      facilitate the venture, the Company lent RMB7,500,00 to Henan Red Flag as a
      short-term loan, which is guaranteed by the pledge of a 51% equity interest
      in
      Henan Red Flag. The two agreements (loan and equity pledge) expired on June
      30,
      2008. Due to the dynamic of the advertising industry, the Company’s management
      has been carrying out due diligence before finalizing the transaction. However,
      from a conservative perspective, management decided to take anther two months
      to
      observe the performance of Henan Red Flag in order to assess the true value
      of
      the potential acquisition base on certain performance parameters. It is
      anticipated that a decision would be made by September 30, 2008 and the loan
      shall be repaid to the Company or converted into equity in Henan Red
      Flag.




-14-




**Note
              4**
            **ACQUIRED
                INTANGIBLE ASSETS, NET**





The
      following table summarizes acquired intangible assets, net.





June
                30, 2008
            
            December
                31, 2007Cost
            
            $
            12,864,362
            
            $
            6,093,241Accumulated
                amortization
            
            
            (1,129,384
            )
            
            (411,572
            )Net
            
            $
            11,734,978
            
            $
            5,681,669





The
      acquired intangible assets represent cost of acquired databases net of
      accumulated amortization. The increase in acquired intangible assets represents
      databases that have been tested and been placed in service during the six months
      ended June 30, 2008. The databases have estimated useful lives of 8 years.
      Amortization expenses related to intangible assets was $655,576 and $0 for
      the
      six months ended June 30, 2008 and 2007, and $380,021 and $0 for the three
      months ended June 30, 2008 and 2007.





**Note
              5**
            **INCOME
                TAXES**





The
      Company generated substantially all of its net income from its PRC operations
      for the three months and six months ended June 30, 2008 and 2007. New Yulong
      IT
      and New Yulong Software were registered in Shenzhen, a special economic zone
      in
      the People’s Republic of China (“PRC”). The two companies are entitled to a
      preferential income tax rate of 18% in 2008. This rate will gradually increase
      to 25%, the statutory income tax rate in the PRC, in 4 years (i.e.20% in 2009,
      22% in 2010, 24% in 2011 and 25% from 2012). New Yulong Software is a government
      certified advanced and new technology enterprise in Shenzhen and therefore
      half
      of its taxable income will be exempt from income tax in 2008 and 2009.





The
      Company utilizes the asset and liability method of accounting for income taxes
      in accordance with SFAS No. 109. The Company’s effective tax rates for the three
      and six months ended June 30, 2008 were 20.4% and 15.7%, and for the three
      and
      six months ended June 30, 2007 were 12.4% and 10.2%. The rates in these periods
      differed from the statutory PRC of 25% due to the differential tax rates
      applicable to New Yulong IT and New Yulong Software, government subsidy income
      that is exempt from income tax and under provision of prior year’s tax
      accrual.





The
      Company’s policy is to record interest and penalties associated with
      unrecognized tax benefits as additional income taxes in the statement of
      operations. As of January 1, 2007, the Company had no unrecognized tax benefits,
      or any tax related interest or penalties. There were no changes in the Company’s
      unrecognized tax benefits during the period ended June 30, 2008. The Company
      did
      not recognize any interest or penalties during 2008 related to unrecognized
      tax
      benefits.





Tax
      years
      from 2005 though 2007 remain subject to examination by major tax
      jurisdictions.




**Note
              6**
            **LOAN
                PAYABLE TO A STOCKHOLDER**





Amount
      represents loan from stockholder of $232,836 with interest at 6.75% per annum
      and $322,482 which is interest free. Both loans are payable on demand and
      unsecured.





-15-




**Note
              7**
            **SEGMENT
                INFORMATION**





Based
      on
      the criteria established by SFAS No. 131, “Disclosures about Segments of an
      Enterprise and Related Information,” the Company currently operates in two
      principal business segments. Information for the segments for the three and
      six
      months ended June 30, 2008 and 2007 are disclosed as below:




Three
                Months Ended June 302008
            
            
            2007Datamining
                Services
            
            
            Software
                Services
            
            
            Total
            
            
            Datamining
                Services
            
            
            Software
                Services
            
            
            TotalNet
                Revenue
            
            $
            6,406,853
            
            $
            2,381,565
            
            $
            8,788,418
            
            $
            6,968,038
            
            $
            782,183
            
            $
            7,750,221Gross
                Profit
            
            
            3,398,773
            
            
            1,520,514
            
            
            4,919,287
            
            
            1,863,620
            
            
            488,328
            
            
            2,351,948Segment
                Profit
            
            
            2,098,123
            
            
            938,641
            
            
            3,036,764
            
            
            1,326,935
            
            
            344,998
            
            
            1,671,933Segment
                Assets
            
            
            31,001,037
            
            
            13,868,979
            
            
            44,870,016
            
            
            18,760,441
            
            
            8,040,189
            
            
            26,800,630Depreciation&
                Amortization
            
            
            414,815
            
            
            11,430
            
            
            426,245
            
            
            31,241
            
            
            -
            
            
            31,241Expenditure
                for Segment Assets
            
            
            930,995
            
            
            -
            
            
            930,995
            
            
            2,372,544
            
            
            -
            
            
            2,372,544




Six
                Months Ended June 302008
            
            
            2007Datamining
                Services
            
            
            Software
                Services
            
            
            Total
            
            
            Datamining
                Services
            
            
            Software
                Services
            
            
            TotalNet
                Revenue
            
            $
            9,663,094
            
            $
            4,878,772
            
            $
            14,541,866
            
            $
            8,359,671
            
            $
            1,525,628
            
            $
            9,885,299Gross
                Profit
            
            
            5,336,790
            
            
            3,266,556
            
            
            8,603,346
            
            
            2,867,900
            
            
            1,145,980
            
            
            4,013,880Segment
                Profit
            
            
            3,536,434
            
            
            2,279,919
            
            
            5,816,353
            
            
            2,517,288
            
            
            615,640
            
            
            3,132,928Segment
                Assets
            
            
            31,001,037
            
            
            13,868,979
            
            
            44,870,016
            
            
            18,760,441
            
            
            8,040,189
            
            
            26,800,630Depreciation&
                Amortization
            
            
            724,164
            
            
            28,369
            
            
            752,533
            
            
            32,738
            
            
            -
            
            
            32,738Expenditure
                for Segment Assets
            
            
            2,220,611
            
            
            -
            
            
            2,220,611
            
            
            2,372,544
            
            
            -
            
            
            2,372,544





Included
      in datamining services is marketing service fee of $458,172 and $789,030 for
      the
      three and six months ended June 30, 2008 earned from the sales of consumer
      electronic goods by the manufacturer “Bainian Century International” in which
      the Company “Jingwei HK” has a marketing service contract with. There is no
      inter-segment revenue. The Company generates all its revenue from the PRC.
      Segment assets include property, plant and equipment and intangible
      assets.




-16-





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




**NOTE
      REGARDING FORWARD-LOOKING STATEMENTS**




This
      report includes forward-looking statements. Generally, the words “believes,”
“anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,”
“continue,” and similar expressions or the negative thereof or comparable
      terminology are intended to identify forward-looking statements. Such statements
      are subject to certain risks and uncertainties, including the matters set forth
      in this report or other reports or documents we file with the Securities and
      Exchange Commission from time to time, which could cause actual results or
      outcomes to differ materially from those projected. Undue reliance should not
      be
      placed on these forward-looking statements, which speak only as of the date
      hereof. We undertake no obligation to update these forward-looking
      statements.




The
      following discussion and analysis should be read in conjunction with our
      consolidated financial statements and the related notes thereto and other
      financial information contained elsewhere in this report.




**Business
      Overview**




Jingwei
      International Limited (“we,” “us,” “the Company,” or “Jingwei”) is one of the
      leading providers of data mining and customer relationship marketing services
      in
      the People’s Republic of China (the “PRC” or “China”). With a customer database
      of about 300 million Chinese consumers, we enable leading multinational and
      Chinese companies to reach their target audience. Our services include market
      segmentation, customer trend and churn analysis, fraud detection and direct
      marketing services such as telemarketing, direct mailing and mobile advertising
      as well as outdoor advertising. We also operate a software services business,
      which provides a broad range of billing systems, provisioning solutions,
      decision support and customer relationship management systems for China’s
      leading mobile telecommunication carriers. The software services business
      strengthens sales opportunities for our high margin data mining platform, and
      allows us to enhance our customer database. In addition, it allows us to
      leverage the telecom resources to provide comprehensive marketing and
      advertising delivery channels to reach the target consumers for our corporate
      customers. We plan to evolve into an integrated marketing platform with targeted
      outbound sales campaigns via mobile phone advertising on consent basis, and
      customer service/order fulfillment at call centers throughout the
      country.




We
      have
      been investing heavily in Research and Development in data mining tools to
      enable the company to cross reference different sources for its vast data.
      We
      continue to expand our product offerings as well as creating innovative data
      mining software tools to enhance our service offerings to support database
      marketing for our corporate customers. In addition, we are developing smart
      interactive mobile advertising platforms for our advertisers to provide
      measureable results for advertisement.




The
      primary geographic focus of our operations is in China, where we derive all
      of
      our revenues. We conduct our business operations through Jingwei HengTong,
      a
      wholly-owned subsidiary company that became the primary beneficiary of Jingwei
      Communication via various contractual agreements. Jingwei Communication has
      two
      subsidiaries, New Yulong Information Technology Co. Ltd (”New Yulong IT”) and
      New Yulong Software Technology Development Co. Ltd ( “New Yulong Software”)




-17-




We
      raised
      net proceeds of $15.071 million through a private placement in May 2007. The
      proceeds of the private placement are being used to purchase equipment for
      storage and maintenance of our data, purchase of new data and working capital.
      With the injection of this capital, we expect to realize our business
      strategy.




We
      believe our future growth is in the broad adoption of our data mining service
      across various business segments and leveraging our vast consumer data to
      provide target marketing for domestic and multinational companies who want
      to
      carve out a burgeoning consumer market in China. In order to cement our
      leadership position in data mining and marketing, we will need to continuously
      enhance our data mining infrastructure such as hardware and software tools
      as
      well as our data center. In addition, we plan to continue to acquire more
      consumer data from different industries and to constantly refresh and update
      the
      data that will help strengthen our data mining business.




*How
      The Company Generates Revenue*




We
      continued to see strong growth in our direct marketing business powered by
      our
      enhanced database. Direct marketing sales included mobile advertising, direct
      mail and telemarketing via call centers. We see particular strong growth in
      the
      interactive marketing segment with multinational corporations which resulted
      from investment in expanded sales personnel in the data mining sector. Our
      products and services are sold by our 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 we share in the revenues derived
      from
      consumer purchases resulting from our database marketing and promotion
      activities.




We
      operate under exclusive software licensing and revenue sharing agreements with
      China Mobile in eight provinces and China Unicom in three provinces, and have
      software installations with several additional telecom companies, including
      China Broadcast, China Netcom, China Rail Com and China Telecom. In addition,
      we
      have 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.




We
      own
      and manage a database containing detailed biographical, demographic and
      purchasing information on about 300 million Chinese consumers and a selected
      group of small and medium-sized enterprises. We believe our database is the
      largest in China, and that it would be difficult for competitors to duplicate.
      The breadth of our database affords us the ability to conduct a wide range
      of
      data mining processes. Once a target audience is identified through data mining
      analysis, we assist our customers in the promotion and marketing of new products
      and services through telemarketing, direct marketing and mobile text and
      interactive advertising. We share in the revenues derived from consumer
      purchases resulting from our marketing and promotion activities. Within our
      data
      mining services operations, we also help market telecom operators’ value added
      services where we share revenues on customer conversion for up to 20% of the
      sale.





*Other
      Recent Developments*




-18-


As
      part
      of the ongoing investment in data mining, the Company hired 30 engineers with
      expertise in data search and mobile advertising platform development. With
      the
      addition of these engineers who were part of team that created China’s first
      mobile search engine, we would be able to leverage their expertise to help
      enhance our current database to provide a more accurate and robust consumer
      information for our direct marketing services.




In
      May,
      2008, we entered into co-marketing agreement with China Post Shenzhen for direct
      mailing services and management of China Post Shenzhen's data base. Under
      the agreement, we will provide database management marketing services to China
      Post and to mutually share China Post Shenzhen's database. Through
      this agreement, we will be able to update and cross-reference our database
      against the information in the database from China Post.




As
      a
      result of the investment in database infrastructure and personnel, our direct
      marketing services have expanded to include multinational corporations. We
      have
      made arrangements with Dawson and K&W advertising agencies to provide
      interactive direct marketing for well known international brands such as Best
      Buy China, P&G, Nokia and China Circuit Championship.




In
      addition, we have enhanced our management team with the appointment of John
      Bi,
      a financial professional with Fortune 500 company experience, as Chief
      Financial Officer, and the appointment of Winston Liu, who came to us from
      CBS
      Outdoor, as president of our new media division. With these additions, we expect
      to be better positioned to manage and sustain the growth before us.




**Critical
      Accounting Policies and Estimates**




We
      prepare our consolidated financial statements in accordance with generally
      accepted accounting principles in the United States. In doing so, we have to
      make estimates and assumptions that affect our 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 our estimates. To the extent that there are
      material differences between these estimates and actual results, our financial
      condition or results of operations will be affected. We base our estimates
      on
      historical data and trends and other assumptions that we believe are reasonable
      under the circumstances, and we evaluate these estimates on an ongoing basis.
      For further information on our critical accounting policies, see the discussion
      in Note 2 to the Condensed Consolidated Financial Statements.




RECENT
      ACCOUNTING PRONOUNCEMENTS




See
      Note
      2 of the Notes to Condensed Consolidated Financial Statements (unaudited)
      included as Item 1 of Part I herein.




-19-




**RESULTS
        OF OPERATIONS**
  **Three
        and six months ended June 30, 2008 as compared to three and six months ended
        June 30, 2007**
  ***Net
        revenue***


Three
                Months Ended June 302008
            
            2007
            
            %
                of Changes(In
                thousands, except percentages)Net
                revenue
            
            
            
            %
                of net revenue
            
            
            
            %
                of net revenueData
                mining
            
            $
            6,407
            
            
            73
            %
            $
            6,968
            
            
            90
            %
            
            (8
            )%Software
                Services
            
            
            2,381
            
            
            27
            %
            
            782
            
            
            10
            %
            
            204
            %Total
                net revenue
            
            $
            8,788
            
            
            100
            %
            $
            7,750
            
            
            100
            %
            
            13
            %




Total
      net
      revenue increased 13% for the second quarter of 2008 year over year. This was
      primarily due to year over year increase in software by 204% and decrease in
      data mining by 8%.




***Data
      mining.*** Data
      mining revenue decreased 8% for the second quarter of 2008 year over year.
      However, it increased 97% compared with the first quarter of 2008. We commenced
      promoting and marketing Kangka brand mobile handsets in the second quarter
      of
      2007. Under the guidance of Emerging Issues Task Force (“EITF”) No. 99-19,
“Reporting Revenue as a Principal versus Net as an Agent”, the assessment of
      whether revenue should be reported gross with separate display of cost of sales
      to arrive at gross profit should be based on the following considerations:
      the
      Company acts as principal in the transaction, takes title to the products and
      has risk and rewards of ownership (such as the risk of loss for collection,
      delivery or returns). Based on EITF No. 99-19, we recognized all revenue from
      the sales of mobile handsets on a gross basis in 2007. In the first quarter
      of
      2008, we changed the terms of the service contract with the manufacturer and
      we
      accordingly booked the marketing service fee as part of our data mining revenue
      instead of gross sales. The net revenue from the marketing service for Kangka
      mobile handsets accounted for approximately 8% of total data mining revenue
      in
      2008.




-20-




***Software
      Services.*** Software
      services revenue grew 204% for the second quarter of 2008 year over year. This
      growth was primarily ascribed to a new software product certification - High
      Integrated Software V 2.5 acquired in the second quarter of 2008 which brings
      higher revenue of software service.




Six
                    Months Ended June 302008
                
                2007
                
                %
                    of Changes(In
                    thousands, except percentages)Net
                    revenue
                
                
                
                %
                    of net revenue
                
                
                
                %
                    of net revenueData
                    mining
                
                $
                9,663
                
                
                66
                %
                $
                8,359
                
                
                85
                %
                
                15
                %Software
                    Services
                
                
                4,879
                
                
                34
                %
                
                1,526
                
                
                15
                %
                
                220
                %Total
                    net revenue
                
                $
                14,542
                
                
                100
                %
                $
                9,885
                
                
                100
                %
                
                47
                %
 For
            the
            first half of 2008, total net revenue increased 47% compared with the
            same
            period of 2007. Even though we changed the accounting treatment of the
            marketing
            service for Kangka, the increase of the data mining business is significant,
            which is mainly contributed by the opportunities provided by
            the restructuring of China Telecom's industry and expanding the
            existing the business model to business sectors such as real estate and
            retailing. Same as data mining, our software business is benefited by
            new demand
            created by China Telecom and China Mobile when restructuring . Meanwhile,
            OEM
            business with HUAWEI has made additional contribution to revenue in the
            first
            half of 2008.




***Cost
      of revenue***




Three
                Months Ended June 302008
            
            2007
            
            %
                of Changes(In
                thousands, except percentages)Cost
                of revenueData
                mining
            
            $
            3,008
            
            $
            5,104
            
            
            (41
            )%Software
                Services
            
            
            861
            
            
            294
            
            
            193
            %Total
                cost of revenue
            
            $
            3,869
            
            $
            5,398
            
            
            (28
            )%




Total
      cost of revenue decreased 28% for the second quarter of 2008 year over year.
      This was primarily due to year over year decrease in cost of data mining
      revenue.




***Data
      mining.*** Cost
      of
      data mining revenue decreased 41% for the second quarter of 2008 year over
      year.
      This decrease was mainly contributed by better control of
      the cost.




Cost
      of
      data mining revenue consists mainly of a) compensation and expenses for the
      professionals involved in data mining and data analysis, b) amortization of
      acquired database assets, and c) fees paid to third-party software service
      companies, and mobile operators for their services and resources.




-21-




***Software
      Services.*** Cost of
      software services revenue increased 193% for the second quarter of 2008 year
      over year. This increase was mainly associated with the increase in software
      services and project headcount.


Cost
          of software services revenue consists mainly of a)
          compensation and expenses for the professionals and engineers involved
          in
          modifying, customizing or installing our software products and solutions,
          system
          maintenance and support b) fees paid to third-party software service companies
          for their services or license right, and c) materials or hardware integrated
          with our software products and purchased from third-parties.
  Six
                      Months Ended June 302008
                  
                  2007
                  
                  %
                      of Changes(In
                      thousands, except percentages)Cost
                      of revenueData
                      mining
                  
                  $
                  4,326
                  
                  $
                  5,492
                  
                  
                  (21
                  )%Software
                      Services
                  
                  
                  1,613
                  
                  
                  380
                  
                  
                  324
                  %Total
                      cost of revenue
                  
                  $
                  5,939
                  
                  $
                  5,872
                  
                  
                  1
                  %
 For
              the
              first half of 2008, total cost of revenues increased 1% compared with
              the same
              period of 2007. Management feels confident in overall cost control
              in the past
              six months and will keep close look at this
              area.




***Gross
      profit margin***




Three
                Months Ended June 302008
            
            2007(In
                thousands, except percentages)Gross
                profit marginData
                mining
            
            
            53
            %
            
            27
            %Software
                Services
            
            
            64
            %
            
            62
            %Overall
            
            
            56
            %
            
            30
            %




Overall
      gross margin increased 26% year over year for the second quarter of 2008 which
      was mainly due to the increase in the gross margin of data mining.




***Data
      mining.*** The
      gross margin of data mining increased 26% year over year for the second quarter
      of 2008. This was mainly due to firstly maintaining
      strong revenue growth and secondly management has gained experience at
      controlling the cost more effectively.




-22-




***Software
      Services.*** The
      gross margin of software services increased 21% year over year for the second
      quarter of 2008. Since our software business has been mature for years, the
      slight growth of gross margin was mainly contributed by effective cost
      control.


Six
                  Months Ended June 302008
              
              2007(In
                  thousands, except percentages)Gross
                  profit marginData
                  mining
              
              
              55
              %
              
              34
              %Software
                  Services
              
              
              67
              %
              
              75
              %Overall
              
              
              59
              %
              
              41
              %
 For
          the
          first half of 2008, total gross margin increased 18% compared with the
          same
          period of 2007. Our
          datamining business experienced strong growth in gross margin during the
          first
          six months of 2008 which reflects our vision and strategy to take advantage
          of
          the opportunity brought by China Telecom’s industry restructuring. The gross
          margin in our software business for the first six months of 2008 slightly
          decreased which resulted from the increase in compensation costs and expense
          caused by increased project headcount in the first quarter of 2008. In
          the
          second quarter of 2008, our gross margin improved by 2% compared with the
          same
          period of 2007.


***Operating
      Expenses***




Three
                Months Ended June 302008
            
            
            2007
            
            
            %
                of Changes(In
                thousands, except percentages)%
                of total net revenue
            
            
            
            
            
            %
                of total net revenueSelling,
                General and Administrative Expenses.
            
            $
            1,013
            
            
            12
            %
            $
            323
            
            
            4
            %
            
            214
            %Research
                and Development Costs.
            
            
            351
            
            
            4
            %
            
            178
            
            
            2
            %
            
            97
            %






***Selling,
      General and Administrative Expenses.*** Selling,
      general and administrative expenses consist primarily of compensation and
      incentive expenses, entertaining and marketing expenses, fees for professional
      services, traveling and transportation expenses, and office expenses. This
      increase reflected the gradually increased headcount from the second half year
      of 2007 as a result of geographic expansion and enhancement of data mining
      business. The professional service expenses increased significantly after the
      Company became publicly traded in May 2007, which partially caused the increase
      of the total expenses in the second quarter of 2008 as compare to the second
      quarter of 2007.




-23-


***Research
      and Development Costs.*** Research
      and development costs consist primarily of personnel-related expenses incurred
      for the development of software and maintenance of our database. We increased
      the investment in research and development after May 2007. And we also have
      entered into a cooperation agreement with Tsinghua University during the second
      quarter of 2008, resulting in a rise in research and development costs. We
      expect our research and development expenses to continue to increase in absolute
      dollars in the near future.




Six
                  Months Ended June 302008
              
              
              2007
              
              
              %
                  of Changes(In
                  thousands, except percentages)%
                  of total net revenue
              
              
              
              
              
              %
                  of total net revenueSelling,
                  General and Administrative Expenses.
              
              $
              1,710
              
              
              12
              %
              $
              459
              
              
              5
              %
              
              273
              %Research
                  and Development Costs.
              
              
              516
              
              
              4
              %
              
              177
              
              
              2
              %
              
              192
              %
  For
          the
          first half of 2008, SG&A increased 273% compared with the same period of
          2007. R&D cost increased 192%. These increases were due to the expansion of
          our business and strengthening of the core competence of the capability of
          R&D.


**LIQUIDITY
      AND CAPITAL RESOURCES**




As
                of June 302008
            
            2007(In
                thousands)Cash
                and cash equivalents
            $
            6,990
            
            $
            10,760Working
                capital
            $
            25,742
            
            $
            23,896Shareholder’s
                equity
            $
            31,212
            
            $
            23,963




We
      have
      funded our operations and capital expenditures primarily using the net proceeds
      of $15.071 million raised through the private placement in May 2007 as well
      as
      cash generated from operations. The net proceeds from the private placement
      were
      used for the purchase of customer data, database storage equipment and working
      capital.




As
      of
      June 30, 2008, we had $7.0 million in cash and cash equivalents to meet the
      future requirements of our operating activities. We believe that our existing
      cash and cash equivalents will be sufficient to fund our operating activities,
      capital expenditures and other obligations through 2008.




-24-




However,
      we may sell additional equities or obtain credit facilities to enhance our
      liquidity position or to increase our cash reserve for future acquisitions.
      The
      sale of additional equity would result in further dilution to our shareholders.
      The incurrence in indebtedness would result in increased fixed obligations
      and
      could result in operating covenants that would restrict our operations. We
      cannot assure you that financing will be available in amounts or on terms
      acceptable to us, if at all.





The
      following tables set forth the movements of our cash and cash equivalents for
      the periods presented:




Six
                Months Ended June 302008
            
            
            2007(In
                thousands)Net
                cash used in operating activities
            
            $
            (1,986
            )
            $
            (191
            )Net
                cash used in investing activities
            
            
            (2,220
            )
            
            (1,844
            )Net
                cash provided by financing activities
            
            
            -
            
            
            14,789Effect
                of foreign currency translation on cash and cash
                equivalents
            
            
            436
            
            
            142Net
                (decrease) increase in cash and cash equivalents
            
            
            (
                3,770
            )
            
            12,896Cash
                and cash equivalents - beginning of period
            
            
            10,760
            
            
            409Cash
                and cash equivalents - end of period
            
            $
            6,990
            
            $
            13,305




**Operating
      activities**




Our
      net
      cash used in operating activities for the six months ended June 30, 2008 was
      $2.0 million. This was primarily attributable to the net income of $5.8 million,
      adjusted by non-cash related expenses of $945,000 and a significant net increase
      in trade accounts receivable. The net increase in working capital items was
      primarily due to an increase in trade receivables and decrease in trade payables
      and other payables. We extend credit to customers ranging from four to seven
      months in the normal course of business and our trade receivables are within
      our
      credit control. We intend to step up our collection process in the next quarter.




**Investing
      activities**




Cash
      used
      by investing activities for the six months ended June 30, 2008 was $2.2 million
      which was mainly attributable to the acquisition of customer database
      assets.




-25-




**Financing
      activities**




There
      is
      no cash flow in financing activities for the six months ended June 30,
      2008.




**OFF-BALANCE
      SHEET ARRANGEMENTS**




We
      do not
      have any off-balance sheet arrangements.




**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk**




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices, and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the trust
      fund,
      we may not engage in, any substantive commercial business. Accordingly, we
      are
      not and, until such time as we consummate a business combination, we will not
      be, exposed to risks associated with foreign exchange rates, commodity prices,
      equity prices or other market-driven rates or prices. The net proceeds of our
      initial public offering held in the trust fund have been invested only in money
      market funds meeting certain conditions under Rule 2a-7 promulgated under the
      Investment Company Act of 1940. Given our limited risk in our exposure to money
      market funds, we do not view the interest rate risk to be
      significant.




**Item
      4. Controls and Procedures**




*Conclusion
      Regarding the Effectiveness of Disclosure Controls and
      Procedures*




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      in
      Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that during the period covered by this report, such
      disclosure controls and procedures were effective to detect the inappropriate
      application of US GAAP.




-26-




*Changes
      in Internal Control over Financial Reporting*




There
      have been no changes in our internal controls over financial reporting that
      occurred during the quarter ended June 30, 2008 that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.




**PART
      I.** **OTHER
      INFORMATION**




**Item
      1.** **Legal
      Proceedings**




Not
      applicable.




**Item
      1A.**  **Risk
      Factors**




We
      are
      not required to respond to this item because we are a smaller reporting
      company.




-27-




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




Not
      applicable.




**Item
      3.** **Defaults
      Upon Senior Securities**




Not
      applicable.




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




No
      matter
      was submitted to a vote of security holders during the quarter ended June 30,
      2008.




**Item
      5.** **Other
      Information**




None.




**Item
      6.** **Exhibits**




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




Exhibit
            Description




31.1
            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 Section 906 of the Sarbanes-Oxley Act
                of
                2002.





-28-




**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.


JINGWEI
              INTERNATIONAL LIMITEDDated:
              August 14, 2008
            By:
            /s/ Regis KwongRegis
              KwongTitle:  
                Chief Executive Officer
              (Principal
                Executive
                Officer)




JINGWEI
              INTERNATIONAL LIMITEDBy:
            /s/ John BiName:
              John BiTitle:   Chief Financial Officer
              (Principal
                Accounting and Financial
                Officer)




-29-