**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
                  1934
 For
        the
        quarterly period ended September 30, 2008.
 or
 
  ̈
              Transition
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934
 For
        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
        November 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
              
              2Item
                  1.
              Condensed
                  Consolidated Financial Statements
              
              2Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              
              18Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              
              29Item
                  4.
              Controls
                  and Procedures
              
              29Item
                  4T.
              Controls
                  and Procedures
              
              29PART
                  II. OTHER INFORMATION
              
              31Item
                  1.
              Legal
                  Proceedings
              
              31Item
                  1A.
              Risk
                  Factors
              
              31Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              31Item
                  3.
              Defaults
                  Upon Senior Securities
              
              31Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              
              31Item
                  5.
              Other
                  Information
              
              31Item
                  6.
              Exhibits
              
              31
  1
  **PART
        I.**
 **FINANCIAL
        INFORMATION**
  **Item1.
        Condensed Consolidated Financial Statements**
  **Jingwei
        International Limited And Subsidiaries**
 **Condensed
        Consolidated Balance Sheets**
 **(Stated
        in US Dollars)**
  **September 30**
              
              **December 31****2008**
              
              **2007**(unaudited)
              
              (audited)**ASSETS****Current
                  assets**Cash
                  and equivalents
              
              $
              7,134,782
              
              
              10,760,020Inventories
              
              
              2,684,750
              
              
              1,051,866Trade
                  receivables (net of allowance of doubtful accounts of $206,689
                  and
                  $176,808)
              
              
              22,775,905
              
              
              11,857,099Other
                  receivables, prepayments and deposits (net of allowance of doubtful
                  accounts of $116,357 and $95,513)
              
              
              2,127,091
              
              
              7,299,973**Total
                  Current Assets**
              
              
              34,722,528
              
              
              30,968,958**Non-current
                  assets**Property,
                  plant and equipment - Net
              
              
              1,291,020
              
              
              952,638Acquired
                  Intangible Assets
              
              
              11,711,291
              
              
              5,681,669**Total
                  Assets**
              
              $
              47,724,839
              
              
              37,603,265**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  liabilities**Trade
                  payables
              
              
              3,506,486
              
              
              3,221,088Accruals
                  and other payables
              
              
              1,764,828
              
              
              2,480,449Income
                  Tax payable
              
              
              502,739
              
              
              557,514Deferred
                  Tax
              
              
              616,512
              
              
              270,707Loan
                  from a stockholder
              
              
              555,327
              
              
              543,597**Total
                  Current Liabilities**
              
              
              6,945,892
              
              
              7,073,355**Total
                  Liabilities**
              
              
              6,945,892
              
              
              7,073,355Minority
                  Interest - Variable Interest Entities
              
              
              7,458,679
              
              
              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
              
              
              15,364,108
              
              
              15,063,981Statutory
                  and other reserves
              
              
              703,475
              
              
              703,475Accumulated
                  other comprehensive income
              
              
              2,562,366
              
              
              1,223,373Retained
                  Earnings
              
              
              14,673,270
              
              
              6,955,118**Total
                  Stockholders' Equity**
              
              
              33,320,268
              
              
              23,962,996**Total
                  Liabilities and Stockholders' Equity**
              
              $
              47,724,839
              
              
              37,603,265
 
 See accompanying notes to condensed consolidated financial
        statements.
  2
  **Jingwei
        International Limited And Subsidiaries**
 **Condensed
        Consolidated Statements of Operations(unaudited)**
 **(Stated
        in US Dollars)**
 
 **Three Months Ended**
                **September 30,**
                **2008**
              
              **Three Months Ended**
                **September**
                **30,2007**
              
              **Nine Months Ended**
                **September 30,**
                **2008**
              
              **Nine Months Ended**
                **September 30,**
                **2007**Sales
              
              $
              8,568,360
              
              $
              5,216,602
              
              $
              23,110,226
              
              $
              15,101,900Cost
                  of sales
              
              
              (5,127,216
              )
              
              (2,818,128
              )
              
              (11,065,735
              )
              
              (8,689,547
              )**Gross
                  profit**
              
              
              3,441,144
              
              
              2,398,474
              
              
              12,044,491
              
              
              6,412,353**Expenses**Selling,
                  General and Administrative expenses
              
              
              (1,278,613
              )
              
              (516,336
              )
              
              (2,988,800
              )
              
              (975,301
              )Research
                  and development costs
              
              
              (202,503
              )
              
              (138,949
              )
              
              (718,646
              )
              
              (315,468
              )**Total
                  Expenses**
              
              
              (1,481,116
              )
              
              (655,285
              )
              
              (3,707,446
              )
              
              (1,290,769
              )**Income
                  from operations**
              
              
              1,960,028
              
              
              1,743,189
              
              
              8,337,045
              
              
              5,121,584**Other
                  income (expenses)**Subsidy
                  income
              
              
              -
              
              
              640
              
              
              543,690
              
              
              65,561Interest
                  income
              
              
              224,673
              
              
              147,574
              
              
              233,433
              
              
              148,686Finance
                  costs
              
              
              (3,940
              )
              
              (18,048
              )
              
              (11,979
              )
              
              (39,229
              )Other
                  income (expense)
              
              
              (13,733
              )
              
              (89,294
              )
              
              (38,183
              )
              
              (24,911
              )**Total
                  other income**
              
              
              207,000
              
              
              40,872
              
              
              726,961
              
              
              150,107**Income
                  before income taxes**
              
              
              2,167,028
              
              
              1,784,061
              
              
              9,064,006
              
              
              5,271,691**Income
                  taxes**
              
              
              (265,229
              )
              
              (491,796
              )
              
              (1,345,854
              )
              
              (846,499
              )**Net
                  income (loss)**
              
              $
              1,901,799
              
              $
              1,292,265
              
              $
              7,718,152
              
              $
              4,425,192**Earnings
                  Per Share (Basic)**
              
              $
              0.11
              
              $
              0.08
              
              $
              0.45
              
              $
              0.29**Earnings
                  Per Share (Diluted)**
              
              $
              0.11
              
              $
              0.08
              
              $
              0.45
              
              $
              0.29**Weighted
                  Average Common Shares Outstanding**Basic
              
              
              17,049,000
              
              
              17,049,000
              
              
              17,049,000
              
              
              15,395,026Diluted
              
              
              17,049,000
              
              
              17,049,000
              
              
              17,049,000
              
              
              15,395,026
 
 See accompanying notes to condensed consolidated financial
        statements.
  3
  **Jingwei
        International Limited And Subsidiaries**
 **Condensed
        Consolidated Statements of Stockholders' Equity**
 **(Stated
        in US Dollars)**
 
 Number of
                Shares of
                CommonStock
              
              CommonStock
              
              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
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,338,993
              
              
              -
              
              
              1,338,993Share
                  based compensation cost
              
              
              -
              
              
              -
              
              
              300,127
              
              
              -
              
              
              -
              
              
              -
              
              
              300,127Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              7,718,152
              
              
              7,718,152Balance,
                  September 30, 2008 (Unaudited)
              
              
              17,049,000
              
              $
              17,049
              
              $
              15,364,108
              
              $
              703,475
              
              $
              2,562,366
              
              $
              14,673,270
              
              $
              33,320,268
 
 See
        accompanying notes to condensed consolidated financial
        statements.
  4
  **Jingwei
        International Limited And Subsidiaries**
 **Condensed
        Consolidated Statements of Comprehensive Income
        (unaudited)**
 **(Stated
        in US Dollars)**
 
 **Three Months Ended**
                **September 30,
                   2008**
              
              **Three Months Ended**
                **September 30, 2007**
              
              **Nine Months Ended**
                **September 30, 2008**
              
              **Nine Months Ended**
                **September 30, 2007**Net
                  Income
              
              $
              1,901,799
              
              $
              1,292,265
              
              $
              7,718,152
              
              $
              4,425,192Other
                  Comprehensive IncomeForeign
                  currency translation adjustment
              
              
              77,559
              
              
              308,842
              
              
              1,338,993
              
              
              450,718Comprehensive
                  Income
              
              $
              1,979,358
              
              $
              1,601,107
              
              $
              9,057,145
              
              $
              4,875,910
 
 See
        accompanying notes to condensed consolidated financial
        statements.
  5
  **Jingwei
        International Limited And Subsidiaries**
 **Consolidated
        Statements of Cash Flows(unaudited)**
 **(Stated
        in US Dollars)**
 
 **Nine Months Ended**
                **September 30, 2008**
              
              **Nine Months Ended**
                **September 30, 2007****Cash
                  flows from operating activities**Net
                  income
              
              
              7,718,152
              
              
              4,425,192Adjustments
                  to reconcile net income to net cash(used in)provided by operating
                  activities:Depreciation
                  & amortization
              
              
              1,230,667
              
              
              160,665Allowance
                  for doubtful accounts
              
              
              31,821
              
              
              -Amortization
                  of stock options issued for services
              
              
              300,127
              
              
              -(Increase)
                  Decrease in assets, net of effect of variable interest
                  entities:Trade
                  receivables
              
              
              (10,031,166
              )
              
              (3,336,306
              )Other
                  receivables, prepayments and deposits
              
              
              (1,275,529
              )
              
              588,077Amounts
                  due from related parties
              
              
              -
              
              
              (801,867
              )Inventories
              
              
              (592,805
              )
              
              (2,549,951
              )Increase
                  (Decrease) in liabilities, net of variable interest
                  entities:Trade
                  payables
              
              
              78,592
              
              
              1,009,614Other
                  payables and accrued expenses
              
              
              (438,628
              )
              
              158,688Amounts
                  due to related parties
              
              
              -
              
              
              (1,515,321
              )Income
                  tax payable
              
              
              289,598
              
              
              1,172,231Net
                  cash flows used in operating activities
              
              
              **(2,689,171**
              **)**
              
              **(688,978**
              **)****Cash
                  flows from investing activities**Cash
                  from acquisition of variable interest entities
              
              
              -
              
              
              528,494Acquisition
                  of property and equipment
              
              
              (494,498
              )
              
              (2,646,767
              )Acquisition
                  of intangible assets
              
              
              (893,918
              )
              
              -Net
                  cash flows used in investing activities
              
              
              **(1,388,416**
              **)**
              
              **(2,118,273**
              **)****Cash
                  flows from financing activities**Net
                  proceeds from private placement
              
              
              -
              
              
              15,071,030Repayment
                  of stockholder loan
              
              
              -
              
              
              (164,367
              )Net
                  cash flows provided by financing activities
              
              
              -
              
              
              **14,906,663**Effect
                    of foreign currency translation on cashand cash
                    equivalents
              
              
              **452,349**
              
              
              **450,718**Net
                  increase in cash and equivalents
              
              
              **(3,625,238**
              **)**
              
              **12,550,130**Cash
                  and cash equivalents-beginning of period
              
              
              **10,760,020**
              
              
              **409,419**Cash
                  and cash equivalents-end of period
              
              $
              **7,134,782**
              
              $
              **12,959,549****Supplemental
                  Disclosure of Cash Flow Information**Income
                  tax paid
              
              
              1,101,020
              
              
              48,924Interest
                  paid
              
              
              -
              
              
              26,144**Supplemental
                  Disclosure of Non-cash Investing Activities**Transfer
                  of prepayment to acquired intangible assets
              
              
              5,557,110
              
              
              -
 
 See
        accompanying notes to condensed consolidated financial
        statements.
  6


**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-K for the year ended December 31, 2007 (“2007 Form
      10-K”). 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-K should be read in conjunction with the accompanying
      interim financial statements. The interim operating results for the three and
      nine months ended September 30, 2008 may not be indicative of operating results
      to be 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”), Beijing New Media
      Advertising Co. Ltd.(“Beijing New Media”), have been prepared in accordance with
      generally accepted accounting principles in the United States. On July 13,
      2008, New
      Yulong IT formed a wholly-owned subsidiary, Beijing New Media.





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,
      New
      Yulong Software, and Beijing New Media 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 September 30, 2008 and
      for the nine months ended September 30, 2008, the VIE had assets of $46,330,912,
      liabilities of $21,818,196, revenues of $21,747,707, and operating expenses
      of
      $2,659,161. 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.




7





**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 September 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 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.




8




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





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 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.


9
  **Note
        2 SUMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED**




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. This is classified as dataming service for the
      three
      and nine months ended September 30, 2008 and 2007 in Segment information in
      Note
      7.





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.





Included
      in subsidy income for nine months to September 30, 2008 of $543,690 is $286,962
      received from the Shenzhen Technology and Information Bureau on June 5, 2008.
      This amount is categorized as a subsidy to the Company for technology research
      and development.





10





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





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.





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 September 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.




11




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
      April
      16, 2008 the Company granted to a total of 44 key employees of the Company,
      option to purchase a total of 260,400 shares of the Company’s common stock at a
      strike price equal to US$4.95 and vested equally in four years commencing one
      year from the date of the 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 $ 2.278 per unit with an assumed 80.20% volatility, an expected
      term of 6.25 years for the options, a risk free rate of 3.27% and a dividend
      yield of 0%.





Pursuant
      to the Option Agreement dated June 12, 2008 between Strategic Growth
      International (“SGI”)
      and the Company
      (the “Option
      Agreement”), the
      Company granted to 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 vests 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 October 5, 2008, the Company terminated the
      service of SGI. Upon the termination of the service agreement, pursuant to
      Section 4 of the service agreement, the Company is entitled to rescind 117,000
      of the options granted to SGI pursuant to the terms of the service agreement.
      Correspondingly, pursuant to Section 5 of the Option Agreement and Section
      6.3
      of the Jingwei International Limited 2008 Omnibus Securities and Incentive
      Plan,
      the Option Agreement hereinafter represents the right to purchase 33,000 shares
      on the terms and conditions contained therein. This transaction was accounted
      for as of September 30, 2008.





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%.




12




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


In
      accordance with SFAS No. 123R, the Company has recorded stock-based compensation
      expense during the three and nine months ended September 30, 2008 of $ 128,863
      and $ 300,126 in connection with the issuance of these options.





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.





The
      following table summarizes all Company stock option transactions between January
      1, 2008 and September 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/vested
                during the three and nine months ended September 30, 2008
            
            
            460,400
            
            
            83,000
            
            
            $4.90-$7.00Forfeiture
                of options
            
            
            (117,000
            )Balance,
                September 30, 2008
            
            
            1,803,250
            
            
            1,542,850





Options
      & warrants Outstanding





Range of Exercise
              Prices
            
            Number Outstanding
              Currently Exercisable at
              September 30, 2008
            
            Weighted Average
              Remaining
              Contractual Life
              (Years)
            
            Weighted Average Exercise
              Price of Options Currently
              Exercisable$4.90-$7.00
            
            
            1,542,850
            
            
            2.94
            
            $
            5.99




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.




13




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


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.




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.




14


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


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.





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 TRADE RECEIVABLES**





On
      September 30, 2008
      and December 31, 2007, the balances of trade receivables net of allowances
      were
      $22,775,905 and $11,857,099, respectively, which represent amounts billed but
      not yet collected. The trade receivables are expected to be collected within
      one
      year.





15





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




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





September 30, 2008
            
            December 31, 2007Prepayment
                for purchasing of data, goods and services
            
            $
            1,357,893
            
            $
            6,815,346Others
            
            
            769,198
            
            
            484,627Total
            
            $
            2,127,091
            
            $
            7,299,973








**Note
      5 ACQUIRED INTANGIBLE ASSETS, NET**





The
      following table summarizes acquired intangible assets, net.





September 30, 2008
            
            December 31, 2007Cost
            
            $
            13,250,109
            
            $
            6,093,241Accumulated
                amortization
            
            
            (1,538,818
            )
            
            (411,572
            )Net
            
            $
            11,711,291
            
            $
            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 nine
      months ended September 30, 2008. The databases have estimated useful lives
      of 8
      years. Amortization expenses related to intangible assets was $1,062,388 and
      $0
      for the nine months ended September 30, 2008 and 2007, and $406,812 and $0
      for
      the three months ended September 30, 2008 and 2007.





**Note
      6 INCOME TAXES**





The
      Company generated substantially all of its net income from its PRC operations
      for the three months and nine months ended September 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 nine months ended September 30, 2008 were 12.2% and 14.8%, and for the
      three
      and nine months ended September 30, 2007 were 27.6% and 16.1%. The rates in
      2008
      differed from the statutory PRC rate 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 rates in 2007 differed from the statutory PRC rate of 33% due to
      differential tax rates applicable to New Yulong IT and New Yulong Software.
      The
      difference during the three months ended September 30, 2007 is also due to
      under
      provision in prior quarters’ 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 September 30, 2008. The Company did not recognize any interest
      or
      penalties during 2008 related to unrecognized tax benefits.




Tax
      year for 2007 remains subject to examination by
      major tax jurisdictions.


16




**Note
      7 LOAN PAYABLE TO A STOCKHOLDER**





Amount
      represents loan from stockholder of $233,403 with interest at 6.75% per annum
      and $321,924 which is interest free. Both loans are payable on demand and
      unsecured.





**Note
      8 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
      nine
      months ended September 30, 2008 and 2007 are disclosed as below:




Three Months Ended September 302008
              
              2007Datamining
                Services
              
              Software
                Services
              
              Total
              
              Datamining
                Services
              
              Software
                Services
              
              TotalNet
                  Revenue
              
              $
              5,959,194
              
              $
              2,609,166
              
              $
              8,568,360
              
              $
              4,325,314
              
              $
              891,288
              
              $
              5,216,602Gross
                  Profit
              
              
              2,433,045
              
              
              1,008,099
              
              
              3,441,144
              
              
              1,687,146
              
              
              711,328
              
              
              2,398,474Net
                  Income
              
              
              1,344,658
              
              
              557,141
              
              
              1,901,799
              
              
              909,011
              
              
              383,254
              
              
              1,292,265Segment
                  Assets
              
              
              36,578,697
              
              
              11,146,142
              
              
              47,724,839
              
              
              21,785,967
              
              
              9,336,843
              
              
              31,122,810Depreciation&
                  Amortization
              
              
              442,198
              
              
              26,847
              
              
              469,045
              
              
              129,051
              
              
              –
              
              
              129,051Expenditure
                  for Segment Assets
              
              
              531,338
              
              
              –
              
              
              531,338
              
              
              2,646,767
              
              
              –
              
              
              2,646,767
 
 Nine Months Ended September 302008
              
              2007Datamining
                Services
              
              Software
                Services
              
              Total
              
              Datamining
                Services
              
              Software
                Services
              
              TotalNet
                  Revenue
              
              $
              15,622,288
              
              
              7,487,938
              
              
              23,110,226
              
              $
              12,682,590
              
              
              2,419,310
              
              
              15,101,900Gross
                  Profit
              
              
              7,769,835
              
              
              4,274,655
              
              
              12,044,490
              
              
              4,853,471
              
              
              1,558,882
              
              
              6,412,353Net
                  Income
              
              
              4,881,092
              
              
              2,837,060
              
              
              7,718,152
              
              
              3,349,401
              
              
              1,075,791
              
              
              4,425,192Segment
                  Assets
              
              
              36,578,697
              
              
              11,146,142
              
              
              47,724,839
              
              
              21,785,967
              
              
              9,336,843
              
              
              31,122,810Depreciation&
                  Amortization
              
              
              1,175,451
              
              
              55,216
              
              
              1,230,667
              
              
              160,665
              
              
              –
              
              
              160,665Expenditure
                  for Segment Assets
              
              
              1,388,416
              
              
              –
              
              
              1,388,416
              
              
              2,646,767
              
              
              –
              
              
              2,646,767


Included
      in datamining services is marketing service fee of $573,489 and $1,362,519
      for
      the three and nine months ended September 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.




17





**Note
      9 LEASE COMMITMENT AND OTHER CONTACTRAL OBILIGATIONS**




Lease
      Commitment





On
      May
      21, 2008, one of the Company’s VIE, Beijing Media entered into a lease agreement
      with a lease term of 39 months from October 1, 2008 to December 31, 2011 at
      a
      monthly rental of RMB 184,932 ($26,977) and a monthly service charge of RMB
      26,534 ($3,871). This agreement provides office space for the operation of
      Beijing New Media and that Beijing New Media is not obligated to pay rent for
      the following months: October 2008, October 2009, November 2009, November
      2010, December 2010 and December 2011. A 3-month deposit has been paid.





As
      of
      September 30, 2008, Beijing Media was obligated under the lease agreement to
      pay
      rental and service charge as follows:





Fiscal year
            
            Amount ($)Remaining
                of 2008
            
            
            61,6962009
            
            
            316,2212010
            
            
            316,2212011
            
            
            343,198





Other
      contractual obligations





On
      February 29, 2008, one of the Company’s VIE, New Yulong IT engaged Tsinghua
      University to provide research and development service for total consideration
      of RMB 7.0M ($1,021,138). As of September 30, 2008, RMB 500,000 ($72,938) has
      been paid. The remaining balance is required to be paid in four installments
      with RMB 1.5M ($218,815) to be paid by February 29, 2009 based on the progress
      of project development, RMB 2.5M ($364,692) to be paid by February 29,
      2010 and RMB 2.5M ($364,692) to be paid by February 29, 2011.




**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.




18




**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”)




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.




19




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*




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 Shenzhen.




There
      are
      primarily two drivers behind our business growth: internal consumption and
      telecom consolidation.




Implementing
      and expanding our integrated marketing service offerings




From
      mid-2007, we embarked upon a strategy to evolve into one of China’s leading
      marketing service providers – including the ability to identify and target the
      consumer audience, and to reach them in several different ways which consist
      of
      mobile interactive marketing, telemarketing and direct mail. We sensed then
      that
      with China’s economic focus shifting to internal consumption to drive economic
      growth, demands for Jingwei’s integrated marketing services would increase, as
      companies are eager to pursue their share of consumer spending increases.




20




This
      strategy has yielded fruitful results, which has reflected in the increase
      of
      data mining and marketing revenues for the company. Data mining and marketing
      services now account for more than 70% of the total revenues. To reach this
      result, we have implemented the followings:




1.
            Increased
                cooperation with 4A advertising companies and other multinational
                marketing companies. By leveraging these companies’ vast client base, we
                are able to penetrate the large corporate accounts by providing data
                mining and marketing execution. For example, we have teamed up with
                Dawson
                during the Olympic Games to provide mobile interactive marketing
                for Nokia
                where we provided the services to identify certain Nokia users and
                then
                delivered marketing messages to those users utilizing mobile interactive
                marketing.




2.
            We
                continued to enhance our database by increasing the accuracy and
                freshness
                of the information. By working with Tsing Hua University, one of
                the
                leading universities in China, we were able to build tools to correlate
                data from different input sources to cross check and update. Now,
                we have
                the ability to refresh and check over a million records a day. As
                a
                result, our effective response rate has increased in our marketing
                campaign.




3.
            We
                continued to collect, build and integrate additional data records.
                By the
                end of 2008, our data base size will be approaching 400 million.
                This has
                created significant competitive advantages for our company. In addition,
                we have expanded the depth of our data record fields to include more
                relevant information to help our corporate customers to create more
                effective marketing campaigns. Our data records now contain information
                on
                recent purchases and employment histories in addition to detailed
                biographical, demographic, contact and gender
                information.




4.
            Backed
                with the competitive differentiation factors from our data base and
                data
                mining capability, we have started offering comprehensive and integrated
                service and marketing services to provide an array of marketing solutions
                including the development of creative marketing campaigns and the
                delivery
                of the marketing messages. This approach has enhanced our brand,
                which in
                turn help us win new accounts. For instance, recently we were hired
                to
                develop the marketing campaign for one of China’s largest real estate
                developers to market their new project partly as a result of our
                ability
                to select the right profiles of the potentials buyers for the projects
                coupled with our integrated marketing execution using direct mail
                and
                mobile interactive marketing.




21






Telecom
      software services starting to comeback




Another
      driver for our business is from telecom consolidation. As the industry is
      nearing the end of restructuring, the three remaining operators are ready to
      start implementing 3G networks. We have seen increased activities in data mining
      and software services from this sector.




As
      competition grows after restructuring, the operators are keen to find ways
      to
      increase their revenues by gaining incremental revenue from each subscriber.
      We
      have helped China Unicom to increase their operation efficiency and understand
      their subscriber spending patterns through data mining tools. We also helped
      them in pursue increased sales for value added services using our integrated
      marketing services.




Another
      area of sales increase during the third quarter of 2008 is from software
      services. The increase of software sales is the result of catching up to the
      work left behind during the restructuring period.




Finally,
      in order for the company to better focus on the opportunities before us, we
      have
      decided to terminate the letter of intent to acquire outdoor advertising
      opportunity associated with He Nan Red Flag advertising company. Going forward,
      we will be focusing on data mining and integrated marketing services as well
      as
      pursuing less capital-intensive projects with immediate cash flow.




**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 LY
      ISSUED
      ACCOUNTING PRONOUNCEMENTS




See
      Note
      2 to the financial statements for details on recently issued accounting
      pronouncements.




**RESULTS
      OF OPERATIONS**




**Three
      and nine months ended September 30, 2008 as compared to three and nine months
      ended September 30, 2007**




22




***Net
      revenues***




Three Months Ended September 302008
            
            2007
            
            % of Changes(In thousands, except percentages)% of net
              revenue
            
            
            
            % of net
              revenueNet revenues:Data
                mining
            
            $
            5,959
            
            
            70
            %
            $
            4,325
            
            
            83
            %
            
            38
            %Software
                Services
            
            
            2,609
            
            
            30
            %
            
            891
            
            
            17
            %
            
            193
            %Total
                net revenue
            
            $
            8,568
            
            
            100
            %
            $
            5,216
            
            
            100
            %
            
            64
            %





Nine Months Ended September 302008
            
            2007
            
            % of Changes(In thousands, except percentages)% of net
              revenue
            
            
            
            % of net
              revenueNet
                revenues:Data
                mining
            
            $
            15,622
            
            
            68
            %
            $
            12,683
            
            
            84
            %
            
            23
            %Software
                Services
            
            
            7,488
            
            
            32
            %
            
            2,419
            
            
            16
            %
            
            210
            %Total
                net revenue
            
            $
            23,110
            
            
            100
            %
            $
            15,102
            
            
            100
            %
            
            53
            %




Total
      net
      revenue increased 64% for the third quarter of 2008 year over year. This was
      primarily due to year over year increase in revenue in software services by
      193%
      and in data mining services by 38%. The significant increase of software
      sales is contributed by new business opportunities brought by telecom industry
      restructuring. The key carriers are consolidated from six to three, China
      Mobile, China Unicom, and China Telecom. Total revenue increased 53% for the
      nine months ended September 30, 2008 due to year over year increase in revenue
      in software services by 210% and in data mining services by 23%.




***Data
      mining.*** Data
      mining revenue increase 38% for the third quarter of 2008 year over year. We
      started a contract to promote and market 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 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, 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 handset accounted for approximately 9% of total data
      mining revenue in 2008.




23




***Software
      Services.*** Software
      services revenue grew 193% for the third quarter of 2008 year over year. This
      growth was primarily ascribed to a new software product certification - High
      Integrated Software V 2.5 beginning in the second quarter of 2008 which brings
      higher revenue of software service as we are entitled to charge higher fees
      as a
      result of the certification.




***Cost
      of revenues***




Three Months Ended September 302008
            
            2007
            
            % Change(In thousands, except percentages)Cost of revenue:Data
                mining
            
            $
            3,526
            
            $
            2,638
            
            
            34
            %Software
                Services
            
            
            1,601
            
            
            180
            
            
            789
            %Total
                cost of revenues
            
            $
            5,127
            
            $
            2,818
            
            
            82
            %





Nine Months Ended September 302008
            
            2007
            
            % Change(In thousands, except percentages)Cost of revenue:Data
                mining
            
            $
            7,852
            
            $
            7,829
            
            
            0.3
            %Software
                Services
            
            
            3,213
            
            
            860
            
            
            274
            %Total
                cost of revenues
            
            $
            11,065
            
            $
            8,689
            
            
            27
            %




24




Total
      cost of revenues increased 82% for the third quarter of 2008 year over year.
      This was primarily due to year over year increase in cost of data mining and
      software revenue. Total cost of revenues increased 27% for the nine months
      ended
      September 30, 2008 compared to the same period in 2007.




***Data
      mining.*** Cost
      of
      data mining revenue increased 34% for the third quarter of 2008 year over year.
      This increase was associated with the increase in revenue of data mining
      services.




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, mobile operators etcetera for their services and resources.




***Software
      Services.*** Cost of
      software services revenue increased 789% for the third quarter of 2008 year
      over
      year. In addition to a proportional increase as a result of higher revenue,
      the
      new software business gained as Telecom carriers require more features and
      add-ins, leading to higher expenses for human capital and out-source
      costs.




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 .




***Gross
      profit margin***




Three Months Ended September 302008
            
            2007(In thousands, except percentages)Gross profit
                margin:Data
                mining
            
            
            41
            %
            
            39
            %Software
                Services
            
            
            39
            %
            
            80
            %Overall
            
            
            40
            %
            
            46
            %




25




Nine Months Ended September 302008
            
            2007(In thousands, except percentages)Gross profit
                margin:Data
                mining
            
            
            50
            %
            
            38
            %Software
                Services
            
            
            57
            %
            
            64
            %Overall
            
            
            52
            %
            
            42
            %




Overall
      gross margin decreased 6% year over year for the third quarter of 2008 which
      was
      mainly due to the decrease in the gross margin of software services. Overall
      gross margin increased 10% year over year for the nine moths ended September
      30,
      2008 compared to the same period in 2007.




***Data
      mining.*** The
      gross margin of data mining increased 2% year over year for the second quarter
      of 2008. This was mainly due to the fact that there was no amortization costs
      of
      acquired database assets in the third quarter of 2007. We recognized most of
      our
      acquired database assets in the second half of 2007.




***Software
      Services.*** The
      gross margin of software services decreased 41% year over year for the third
      quarter of 2008. This was mainly due to the increase in compensation costs
      and
      expenses caused by increased project headcount. Furthermore, the intense
      competitive landscape limits our inability to increase pricing.




***Operating
      Expenses***




Three Months Ended September 302008
            
            2007
            
            % of Changes(In thousands, except percentages)%
                of
              total
                net
              revenue
            
            
            
            %
                of
              total
                net
              revenueSelling,
                General and Administrative Expenses.
            
            $
            1,279
            
            
            15
            %
            $
            516
            
            
            10
            %
            
            148
            %Research
                and Development Costs.
            
            
            203
            
            
            2
            %
            
            139
            
            
            3
            %
            
            46
            %




26




Nine Months Ended September 302008
            
            2007
            
            % of Changes(In thousands, except percentages)%
                of
              total
                net
              revenue
            
            
            
            %
                of
              total
                net
              revenueSelling,
                General and Administrative Expenses.
            
            $
            2,989
            
            
            13
            %
            $
            975
            
            
            6
            %
            
            207
            %Research
                and Development Costs.
            
            
            719
            
            
            3
            %
            
            315
            
            
            2
            %
            
            128
            %




***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 third quarter of 2008 as compare to the third
      quarter of 2007.




***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.




***Provision
      for income taxes***




Based
      on
      our current operating structure and preferential tax treatments available to
      us
      in China, the effective income tax rate for our operations in China was 12.2%
      and 27.6% for the third quarter of 2008 and 2007 respectively and 14.8% and
      16.1% for the nine months to September 30, 2008 and 2007 respectively. The
      increase in effective income tax rate was primarily due to three reasons:
      firstly, the preferential tax treatment for New Yulong IT expired in 2008;
      when
      the preferential tax treatment was available in 2007, half of New Yulong IT’s
      taxable income was exempt from income tax; secondly, the new Enterprise Income
      Tax Law of China became effective on January 1, 2008, under which the
      preferential income tax rate of 15% applicable in Shenzhen where New Yulong
      IT
      and New Yulong Software were registered, increases to 18% in 2008. Thirdly,
      we
      computed the deferred tax of New Yulong IT in 2007 with 7.5% but with the tax
      rate rising to 18% in 2008, we accounted for the change in tax rate in the
      second quarter of 2008. See Note 6-“Income Taxes” to the Condensed Consolidated
      Financial Statements for further discussions.




27




**LIQUIDITY
      AND CAPITAL RESOURCES**




As of September 302008
            
            2007(In
                thousands)Cash
                and cash equivalents
            
            $
            7,135
            
            $
            12,960Working
                capital
            
            $
            27,777
            
            $
            24,035Shareholder’s
                equity
            
            $
            33,320
            
            $
            19,955




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
      September 30, 2008, we had $7.1 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 2009.




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:





Nine Months Ended September 302008
            
            2007(In
                thousands)Net
                cash (used in) provided by operating activities
            
            $
            (
                2,689
            )
            $
            (689
            )Net
                cash (used in) provided by investing activities
            
            
            (
                1,388
            )
            
            (2,118
            )Net
                cash provided by financing activities
            
            
            -
            
            
            14,907Effect
                of foreign currency translation on cash and cash
                equivalents
            
            
            452
            
            
            451Net
                (decrease) increase in cash and cash equivalents
            
            
            (
                3,625
            )
            
            12,551Cash
                and cash equivalents - beginning of period
            
            
            10,760
            
            
            409Cash
                and cash equivalents - end of period
            
            $
            7,135
            
            $
            12,960




28




**Operating
      activities**




Our
      net
      cash used in operating activities for the nine months ended September 30, 2008
      was $2.7 million. This was primarily attributable to the net income of $7.7
      million, adjusted by non-cash related expenses of $1,563 thousand and a net
      increase in the components of our working capital of $3.9 million. 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 will pay more effort
      to speed up collection process in the next quarter, however.




**Investing
      activities**




Cash
      used
      by investing activities for the nine months ended September 30, 2008 was $1.4
      million which was mainly attributable to the acquisition of customer database
      assets.




**Financing
      activities**




There
      were no cash flow in financing activities for the nine months ended September
      30, 2008.




**OFF-BALANCE
      SHEET ARRANGEMENTS**




We
      do not
      have any off-balance sheet arrangements.




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





Not
      applicable.




**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.




*Management’s
      Report on Internal Control Over Financial Reporting*




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Exchange Act Rules
      13a-15(f) and 15d-15(f). Under the supervision and with the participation of
      our
      management, including our principal executive officer and principal financial
      officer, we conducted an evaluation of the effectiveness of our internal control
      over financial reporting based on the framework in Internal Control - Integrated
      Framework issued by the Committee of Sponsoring Organizations of the Treadway
      Commission. Based on our evaluation, our principal executive officer and
      principal financial officer have concluded that during the period covered by
      this report, our internal controls over financial reporting were
      effective.




29




All
      internal control systems, no matter how well designed, have inherent
      limitations. Therefore, even those systems determined to be effective can only
      provide reasonable assurances with respect to financial statement preparation
      and presentation. In addition, any evaluation of effectiveness for future
      periods is subject to the risk that controls may become inadequate because
      of
      changes in conditions in the future.




*Changes
      in Internal Control over Financial Reporting*




There
      were no changes in our internal controls over financial reporting identified
      in
      connection with the evaluation that occurred during the quarter ended September
      30, 2008 that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.




30




**PART
      II.** **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.




**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 September
      30, 2008.




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




None.




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




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





Exhibit
            
            Description31.1
            
            Certification
                of the Chief Executive Officer (Principal Executive Officer) pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            
            Certification
                of the Chief Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32
            
            Certifications
                of the Chief Executive Officer (Principal Executive Officer) and
                the Chief
                Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.





31




**SIGNATURES**




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




Dated:
      November 14, 2008




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


32