**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**


x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended March 31,
                2008.


or


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




**Commission
      File Number:** **000-51725**




**JINGWEI
      INTERNATIONAL LIMITED**


(Exact
      name of registrant as specified in its charter)




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




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


**Futian
      District,**


**Shenzen,
      PRC 518040**


(Address
      of Principal Executive Offices including Zip Code)




**+86
      1085251198**


(Registrant’s
      Telephone Number, Including Area Code)




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







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 May
      9, 2008, there were 17,049,000 shares of the issuer’s common stock, par value
      $0.001 per share, outstanding.







Table
      of
      Contents





PagePART
              I. FINANCIAL INFORMATION
            1Item
                1.
            
            Condensed
                Consolidated Financial Statements
            
            1Item
                2.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            14Item
                3.
            
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            21Item
                4.
            
            Controls
                and Procedures
            
            21PART
              II. OTHER INFORMATION
            
            21Item
                1.
            
            Legal
                Proceedings
            
            21Item 1A.
            
            Risk
                Factors
            
            21Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            22Item
                3.
            
            Defaults
                Upon Senior Securities
            
            22Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            22Item
                5.
            
            Other
                Information
            
            22Item
                6.
            
            Exhibits
            
            22




i




**PART
      I.**


**FINANCIAL
      INFORMATION**




**Item
      1.** **Condensed
      Consolidated Financial Statements**










**Jingwei
      International Limited**


**and**


**Subsidiaries**





**Condensed
      Consolidated Financial Statements**





**March
      31, 2008**









**Jingwei
      International Limited**


**and**


**Subsidiaries**





CONTENTSPageCondensed
                Consolidated Balance Sheets
            1Condensed
                Consolidated Statements of Operations
            2Condensed
                Consolidated Statements of Comprehensive Income
            3Condensed
                Consolidated Statements of Stockholders' Equity
            4Condensed
                Consolidated Statements of Cash Flows
            5Notes
                to Condensed Consolidated Financial Statements
            6-13









**Jingwei
      International Limited And Subsidiaries**


**Condensed
      Consolidated Balance Sheets**


**(Stated
      in US Dollars)**





**March 31**
            
            **December 31****2008**
            
            **2007**(Unaudited)
            
            (Audited)**ASSETS****Current
                assets**Cash
                and equivalents
            
            $
            7,482,739
            
            $
            10,760,020Inventories
            
            
            1,420,214
            
            
            1,051,866Trade
                receivables (net of allowance of doubtful accounts of $178,990 and
                $176,808)
            
            
            13,444,636
            
            
            11,857,099Other
                receivables, prepayments and deposits (net of allowance of doubtful
                accounts of $115,896 and $95,513)
            
            
            4,855,435
            
            
            7,299,973**Total
                Current Assets**
            
            
            27,203,024
            
            
            30,968,958**Non-current
                assets**Property,
                plant and equipment - Net
            
            
            1,014,540
            
            
            952,638Aquired
                Intangible Assets - Net
            
            
            11,081,855
            
            
            5,681,669**Total
                Assets**
            
            $
            39,299,419
            
            $
            37,603,265**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities**Trade
                payables
            
            $
            1,836,839
            
            $
            3,221,088Accruals
                and other payables
            
            
            1,665,411
            
            
            2,480,449Tax
                payable
            
            
            610,205
            
            
            828,221Loan
                payable to a stockholder
            
            
            545,335
            
            
            543,597**Total
                Current Liabilities**
            
            
            4,657,790
            
            
            7,073,355Minority
                Interest - Variable Interest Entities
            
            
            7,281,193
            
            
            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
            
            
            15,063,981
            
            
            15,063,981Statutory
                and other reserves
            
            
            703,475
            
            
            703,475Accumulated
                other comprehensive income
            
            
            1,841,224
            
            
            1,223,373Retained
                Earnings
            
            
            9,734,707
            
            
            6,955,118**Total
                Stockholders' Equity**
            
            
            27,360,436
            
            
            23,962,996**Total
                Liabilities and Stockholders' Equity**
            
            $
            39,299,419
            
            $
            37,603,265




See accompanying notes to condensed consolidated financial statements.




1




**Jingwei
      International Limited And Subsidiaries**


**Condensed
      Consolidated Statements of Operations (unaudited)**


**(Stated
      in US Dollars)**





**Three Months Ended**
              **March 31, 2008**
            
            **Three Months Ended**
              **March 31, 2007**Sales
            
            $
            5,753,448
            
            $
            2,135,078Cost
                of sales
            
            
            2,069,388
            
            
            473,146**Gross
                profit**
            
            
            3,684,060
            
            
            1,661,932**Expenses**Selling,General
                and Administrative expenses
            
            
            697,524
            
            
            134,373Research
                and development costs
            
            
            164,992
            
            
            -**Total
                Expenses**
            
            
            862,516
            
            
            134,373**Income
                from operations**
            
            
            2,821,544
            
            
            1,527,559**Other
                income (expenses)**Subsidy
                income
            
            
            256,728
            
            
            41,017Interest
                income
            
            
            4,925
            
            
            522Finance
                costs
            
            
            (3,763
            )
            
            (16,924
            )Other
                income
            
            
            4,094
            
            
            26,148**Total
                other income**
            
            
            261,984
            
            
            50,763**Income
                before income taxes**
            
            
            3,083,528
            
            
            1,578,322**Income
                taxes**
            
            
            (303,939
            )
            
            (117,327
            )**Net
                income**
            
            $
            2,779,589
            
            $
            1,460,995**Earnings
                Per Share (Basic)**
            
            $
            0.16
            
            $
            0.11**Earnings
                Per Share (Diluted)**
            
            $
            0.16
            
            $
            0.11**Weighted
                Average Common Shares Outstanding**Basic
            
            
            17,049,000
            
            
            13,654,000Diluted
            
            
            17,131,660
            
            
            13,654,000




See
      accompanying notes to condensed consolidated financial statements.




2


**Jingwei
                  International Limited And Subsidiaries****Condensed
                  Consolidated Statements of Comprehensive Income
                  (unaudited)****(Stated
                  in US Dollars)**
 
 **Three
                  Months Ended March 31, 2008**
              
              **Three
                  Months Ended March 31, 2007**Net
                  Income
              
              $
              2,779,589
              
              $
              1,460,995Other
                  Comprehensive IncomeForeign
                  currency translation adjustment
              
              
              617,851
              
              
              44,647Comprehensive
                  Income
              
              $
              3,397,440
              
              $
              1,505,642
 
 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
              Common Stock
            
            Common Stock
            
            Additional Paid-In
              Capital
            
            Statutory and
              Other Reserves
            
            Accumulated Other
              Comprehensive
              income
            
            Retained Earnings
              (Accumulated
              Deficit)
            
            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
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            617,851
            
            
            -
            
            
            617,851Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,779,589
            
            
            2,779,589Balance,
                March 31, 2008 (Unaudited)
            
            
            17,049,000
            
            $
            17,049
            
            $
            15,063,981
            
            $
            703,475
            
            $
            1,841,224
            
            $
            9,734,707
            
            $
            27,360,436





See
      accompanying notes to condensed consolidated financial statements.




4




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


**Three
                  Months Ended March 31, 2008**
              
              **Three
                  Months Ended March 31, 2007****Cash
                  flows from operating activities**Net
                  income
              
              $
              2,779,589
              
              $
              1,460,995Adjustments
                  to reconcile net income to netcash(used
                  in)provided by operating activitiesæDepreciation
                  & amortisation
              
              
              326,288
              
              
              1,497Allowance
                  for doubful accounts
              
              
              22,565
              
              
              -(Increase)
                  decrease in assets, net of effect of variable interest
                  entitiesTrade
                  receivables
              
              
              (1,610,102
              )
              
              (1,206,655
              )Other
                  receivables,prepayments and deposits
              
              
              (2,054,221
              )
              
              (533,687
              )Inventories
              
              
              (368,348
              )
              
              (1,851
              )Increase
                  (decrease) in liabilities, net of effect of variable interest
                  entitiesTrade
                  payables
              
              
              (1,384,250
              )
              
              (346,208
              )Other
                  payables and accrued expenses
              
              
              (813,300
              )
              
              241,770Amounts
                  due to related parties
              
              
              -
              
              
              569,120Income
                  tax payable
              
              
              (218,016
              )
              
              (82,887
              )Net
                  cash (used in) provided by operating activities
              
              
              **(3,319,795**
              **)**
              
              **102,094****Cash
                  flows from investing activities**Cash
                  from acquisiton of variable interest entities
              
              
              -
              
              
              528,493Acquisition
                  of property and equipment
              
              
              (112,635
              )
              
              (2,772
              )Acquisition
                  of intangible assets
              
              
              (1,176,981
              )
              
              -Net
                  cash (used in) provided by investing activities
              
              
              **(1,289,616**
              **)**
              
              **525,721****Cash
                  flows from financing activities**Repayment
                  of stockholder loans
              
              
              -
              
              
              (392,127
              )Net
                  cash used in financing activities
              
              
              **-**
              
              
              **(392,127**
              **)**Effect
                  of foreign currency translation on cashand
                  cash equivalents
              
              
              **1,332,130**
              
              
              **44,647**Net
                  (decrease) increase in cash and equivalents
              
              
              **(3,277,281**
              **)**
              
              **280,335**Cash
                  and cash equivalents-beginning of period
              
              
              **10,760,020**
              
              
              **409,419**Cash
                  and cash equivalents-end of period
              
              **$**
              **7,482,739**
              
              **$**
              **689,754****Supplemental
                  Disclosure of Cash Flow Information**Cash
                  paid during the period for:Income
                  taxes
              
              $
              551,013
              
              $
              -**Supplemental
                  Disclosure of Non-Cash Investing Activities**Transfer
                  of prepayment to acquired intangible assets
              
              $
              4,498,759
              
              $
              -
 
 See
                  accompanying notes to condensed consolidated financial
                  statements.




5




**JINGWEI
        INTERNATIONAL LIMITED**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**




**Note** **1**  **CORPORATE
        INFORMATION AND DESCRIPTION OF BUSINESS**
 
 The
        accompanying unaudited 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 months ended March 31, 2008 may not be
        indicative of operating results expected for the full year.
 
 **Note
        2**  **SUMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Basis
        of presentation and consolidation
 
 The
        accompanying condensed consolidated financial statements of Jingwei
        International Limited, its subsidiaries, namely, Jingwei International
        Investment (HK) Ltd.(“Jingwei HK”), Jingwei Hengtong Technology (ShenZhen) Co.
        Ltd (“Jingwei Hengtong”), and its variable interest entities, namely Shenzhen
        Jingwei Communication Co., Ltd. (“Jingwei Communication”), New Yulong
        Information Technology Co. Ltd (“New Yulong IT”) and New Yulong Software
        Technology Development Co. Ltd.(“New Yulong Software”), have been prepared in
        accordance with generally accepted accounting principles in the United States
        of
        America.
 
 The
        condensed consolidated financial statements include the accounts of Jingwei
        International, its subsidiaries and variable interest entities. All significant
        inter-company accounts and transactions have been eliminated in
        consolidation.
  The
        Company is the primary beneficiary of Jingwei Communication, New Yulong IT
        and
        New Yulong Software, which qualify as variable entities interests (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 March 31, 2008 and for the three months ended
        March
        31, 2008, the VIE had assets of $38,460,414, liabilities of $18,954,439,
        revenues of $5,422,590 and expenses of $650,295. No assets were pledged or
        given
        as collateral against any borrowings.
 
 Use
        of
        estimates
 
 In
        preparing financial statements in conformity with accounting principles
        generally accepted in the United States of America, management makes estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosures of contingent assets and liabilities at the dates of the financial
        statements, as well as the reported amounts of revenues and expenses during
        the
        reporting periods. These accounts and estimates include, but are not limited
        to,
        the valuation of 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 March 31, 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.
  6
  
 
 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
        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.
 
 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.
  7
  
 
 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.
  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.
  8
  
 *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 since we are no longer deemed to be the principal.
        There were no consumer electronic sales during the three months ended March
        31,
        2007.
 
 Subsidy
        income
 
 PRC
        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 they are received.
 
 Advertising,
        shipping and handling, research and development expenses
 
 Advertising, shipping
        and handling, and research and development expenses are charged to expense
        as incurred. For the reporting periods, there was no advertising expense
        and
        shipping and handling costs incurred.
  Retained
        earnings -appropriated
 
 In
        accordance with the relevant PRC regulations and the Company’s Articles of
        Association, the Company is required to allocate its net income 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 our PRC entities had appropriated their earnings to discretionary surplus reserve from their
        respective dates of inception to March 31, 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.
  9
  
 
 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.
 
 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
 
 The
        Company adopted SFAS No. 123(R), Share-Based Payment effective January 1,
        2006. During
        the reporting periods, the Company did not have any stock-based compensation
        payments.
  Basic
        and diluted earnings per share
 
 In
        accordance with SFAS No. 128, Earnings per Share, basic earnings per common
        share is computed using net income divided by the weighted average number
        of
        shares of common stock outstanding for the periods presented. Diluted earnings
        per common share assumes that outstanding common shares were increased by
        shares
        issuable upon exercise of those stock warrants for which the market price
        exceeds the exercise price, less shares that could have been purchased by
        the
        Company with related proceeds.
 
 Recent 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 require
        additional disclosure or have a significant impact on the Company's financial
        statements.  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 has elected
        not
        to measure any additional financial assets, liabilities or other items at
        fair
        value.
  10
  
 
 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
        statements.
 
 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.
 
 **Note
        3**  **TRADE
        RECEIVABLES**
 
 At
        March 31, 2008 and December 31, 2007, the balance s of trade
        receivables net of allowances were $13,444,636 and $11,857,099, respectively,
        which represent amounts billed but not yet collected. The trade receivables
        are
        expected to be collected within one year.
 
 **Note
        4**  **OTHER
        RECEIVABLES, PREPAYMENT and DEPOSITS**
 
 The
        following table summarizes the components of other receivables, prepayments
        and
        deposits as of March 31, 2008 and December 31, 2007.
 
 March
                  31, 2008
              
              December
                  31, 2007Prepayment
                  for purchasing of data, goods and services
              
              $
              3,310,976
              
              $
              6,815,346Loans
                  receivable
              
              
              1,068,041
              
              
              -Others
              
              
              476,418
              
              
              484,627Total
              
              $
              4,855,435
              
              $
              7,299,973
 
 The
        balance of loans receivable represents a loan of RMB7,500,000 ($1,068,041
        approximately) to an unrelated company with which the Company entered into
        a
        letter of intent to acquire its majority shares in February 2008. The loan
        is
        due on June 30, 2008 and will be interest free if the acquisition is made,
        or
        with interest at 6.57% per annum if the acquisition is not made. The loan
        is
        secured by 51% of this company’s shares.
  11
  
 **Note
        5**  **ACQUIRED
        INTANGIBLE ASSETS, NET**
 
 The
        following table summarizes acquired intangible assets, net.
 
 March
                  31, 2008
              
              December
                  31, 2007Cost
              
              $
              11,809,877
              
              $
              6,093,241Accumulated
                  amortization
              
              
              (
                  728,022
              )
              
              (
                  411,572
              )Net
              
              $
              11,081,855
              
              $
              5,681,669
 
 The
        acquired intangible assets represent cost of acquired databases net of
        accumulated amortization. The increase in acquired intangible assets represent
        databases that have been tested and placed in service during the three
        months ended March 31, 2008. The databases have estimated useful lives of
        8
        years. Amortization expenses related to intangible assets was $275,555 for
        the
        three months ended March 31, 2008. There were no such expenses for the
        three months ended March 31, 2007.
 
 **Note
        6**  **INCOME
        TAXES**
 
 The
        Company generated substantially all of its net income from its PRC operations
        for the three months ended March 31, 2008 and 2007, and the Company has
        recorded income tax provisions of $303,939 and $117,327 for the two periods,
        respectively. In the three months ended March 31, 2008, approximately 96%
        of the
        Company’s profit before tax is contributed by New Yulong IT and New Yulong
        Software which were registered in Shenzhen, a special economic zone in the
        PRC.
        The two companies are entitled to a preferential income tax rate of 18% in
        2008.
        This rate will gradually transit to 25%, the statutory income tax rate in
        the
        PRC, in 5 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 and results in an effective tax rate of
        10% for
        the three months ended March 31, 2008.
 
 There
        was
        no change in unrecognized tax benefits during the period ended March 31,
        2008
        and there was no accrual for uncertain tax position as of March 31, 2008.
  **Note
        7**  **LOAN
        PAYABLE TO A STOCKHOLDER**
 
 Amount
        represents loan from stockholder of $227,849 with interest at 6.75% per annum
        and $317,486 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 months
        ended March 31, 2008 and 2007 are disclosed as below:
 
 Three
                  Months Ended March 312008
              
              2007Datamining
                  Services
              
              Software
                  Services
              
              Total
              
              Datamining
                  Services
              
              Software
                  Services
              
              TotalNet
                  Revenue
              
              $
              3,256,241
              
              $
              2,497,207
              
              $
              5,753,448
              
              $
              1,391,633
              
              $
              743,445
              
              $
              2,135,078Gross
                  Profit
              
              
              1,938,017
              
              
              1,746,043
              
              
              3,684,060
              
              
              1,004,280
              
              
              657,652
              
              
              1,661,932Segment
                  Profit
              
              
              1,462,193
              
              
              1,317,395
              
              
              2,779,589
              
              
              880,782
              
              
              576,780
              
              
              1,460,995Segment
                  Assets
              
              
              20,673,330
              
              
              18,626,089
              
              
              39,299,419
              
              
              7,255,585
              
              
              4,751,315
              
              
              12,006,900Depreciation&
                  Amortization
              
              
              309,349
              
              
              16,939
              
              
              326,288
              
              
              1,497
              
              
              -
              
              
              1,497Expenditure
                  for Segment Assets
              
              
              1,289,616
              
              
              -
              
              
              1,289,616
              
              
              2,772
              
              
              -
              
              
              2,772
 
  12
  
 Included
        in datamining services is marketing service fee of $330,858 earned from the
        sales of consumer electronic goods by the manufacturer in which the Company
        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.
 
 
 
 13


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




**NOTE
      REGARDING FORWARD-LOOKING STATEMENTS**




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




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




**Business
      Overview**




Jingwei
      International Limited (“we,” “us,” “the Company,” or “Jingwei”) is one of the
      leading providers of data mining and customer relationship marketing services
      in
      the People’s Republic of China (the “PRC” or “China”). With a customer database
      of about 300 million Chinese consumers, we enable leading multinational and
      Chinese companies to reach their target audience. Our services include market
      segmentation, customer trend and churn analysis, fraud detection and direct
      marketing services such as telemarketing, direct mailing and Wireless Value
      Added Services (“WVAS”). 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.




Currently,
      we offer 17 software platforms and our intellectual property portfolio is
      covered by nine patents issued by the National Intellectual Property
      Administration of China and the Shenzhen Bureau of Science, Technology and
      Information. When these patents were registered with the appropriate authority,
      we received a certificate with respect to our protected intellectual property
      in
      such software. We then license the software to our customers for a usage fee.
      We
      presently do not have any registered trademarks. 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.




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
      and become a leading provider of data mining services in China.


14




We
      believe our future growth is in the broad adoption of our data mining service
      across various business segments and to leverage 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 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*




In
      the
      first quarter of 2008, we have continued to derive our revenues from data mining
      and software services. Beginning in the second half of 2007, we started
      providing targeted consumer marketing based on our proprietary consumer database
      the revenue from which was included in the revenue from data mining since
      then.




Our
      products and services are sold by our sales and marketing organization, as
      well
      as an established reseller network. Data mining services are sold on a project
      by project basis and, in addition to fees we share in the revenues derived
      from
      consumer purchases resulting from our database marketing and promotion
      activities.




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




We
      own
      and manage a database containing detailed biographical, demographic and
      purchasing information on about 300 million Chinese consumers and a selected
      group of small and medium-sized enterprises. We believe our database is the
      largest in China, and that it would be difficult for competitors to duplicate.
      The breadth of our database affords us the ability to conduct a wide range
      of
      data mining processes. Once a target audience is identified through data mining
      analysis, we assist our customers in the promotion and marketing of new products
      and services through telemarketing, direct marketing and mobile text and
      interactive advertising. We share in the revenues derived from consumer
      purchases resulting from our marketing and promotion activities. Within our
      data
      mining services operations, we also offer telecom providers a vast range of
      WVAS. Unlike our competitors who mainly use telecom providers’ networks simply
      as a distribution channel, we create and manage WVAS for telecom providers
      to
      offer to their customers under their own brands.




*Other
      Recent Developments*




In
      February 2008, we entered into a letter of intent to acquire a majority of
      the
      shares of Henan Red Flag, an outdoor digital media company based in the city
      of
      Zhengzhou, the capital city of Henan province. Redflag has installed over 2,000
      LED/LCD bus stop signs on the major streets in Zhengzhou. This acquisition
      will
      provide our corporate customers an effective means to reach their target
      consumers as 80% of the population in China still depend on buses as their
      main
      transportation.




Also
      in
      February 2008, we entered into an agreement with Tsinghua University Graduate
      School, Shenzhen Campus (“GST”), to establish a joint data mining laboratory.
      The joint laboratory formed by GST and us will focus on optimizing data
      acquisition, refreshing, cross reference, filtration and classification models
      and will develop technology to further enhance consumer targeting efforts.
      Over
      time, we hope to create the leading technology to access up-to-date, relevant
      customer data as well as the ability to execute effective and measurable
      advertising campaigns based on this customer data.


15




In
      addition, we have seen stronger software growth in the first quarter which
      reflected resumption of software demands from the telecom operators after
      restructuring and growth in digital TV from the cable industry. We have provided
      DTV and IPTV operating software to 4 additional cities.




**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.




**R** **ECENT
      ACCOUNTING PRONOUNCEMENTS**




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




**RESULTS
      OF OPERATIONS**




***Net
      revenues***


Three Months Ended March 312008
              
              2007
              
              % of Changes(In thousands, except percentages)% of net
                revenue
              
              
              
              % of net
                revenueNet
                  revenuesData
                  mining
              
              $
              3,256
              
              
              57
              %
              $
              1,392
              
              
              65
              %
              
              134
              %Software
                  Services
              
              
              2,497
              
              
              43
              %
              
              743
              
              
              35
              %
              
              236
              %Total
                  net revenue
              
              $
              5,753
              
              
              100
              %
              $
              2,135
              
              
              100
              %
              
              169
              %


Total
      net
      revenue increased 169% for the first quarter of 2008 year over year. This was
      primarily due to year over year increase in data mining by 134% and software
      by
      236%. The operational results for the first quarter of 2007 did not reflect
      that
      of our VIEs in January 2007 as the Company acquired Jingwei Communication as
      a
      variable interest entity in February 2007. If the operational results of our
      VIEs in January 2007 was included in the first quarter of 2007, the total net
      revenue would increase 78% compared to the first quarter of 2008 due to revenue
      of data mining and software increased 74% and 84%, respectively.




Data
      mining ***.*** ****** Data
      mining revenue grew 134% for the first quarter of 2008 year over year. If our
      VIE’s operational results in January 2007 was included in the first quarter of
      2007, the revenue from data mining for the first quarter of 2008 would grow
      74%
      year over year. This growth was mainly driven by the geographic expansion and
      adoption of data mining outside the telecom sector. Our 5 new branch offices
      in
      Tianjin, Shandong, Jiangsu, Guizhou and an additional new office in Shenzhen
      began generating revenue in the third quarter of 2007. These new offices allow
      us to better service China Mobile and China Unicom at the provincial level,
      as
      well as market our services to new and other existing customers. We started
      to
      provide data mining services for the utility, real estate, financials, retail
      and other sectors from the third quarter of 2007.


16




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 since we are no longer deemed to
      be
      the principal. The net revenue from the marketing service for Kangka mobile
      handset accounted for approximately 10% of total data mining revenue in the
      first quarter of 2008.




Software
        Services *.* Software
        services revenue grew 236% for the first quarter of 2008 year over year.
        If our
        VIE’s operational results in January 2007 was included in the first quarter of
        2007, the revenue from software services for the first quarter of 2008 would
        grow 84% year over year. This growth was primarily ascribed to resumption
        of
        software demands from the telecom operators after restructuring and growth
        in
        digital TV from the cable industry .




***Cost
      of revenues***


Three Months Ended March 312008
              
              2007
              
              % of Changes(In thousands, except percentages)Cost
                  of revenues:Data
                  mining
              
              $
              1,318
              
              $
              387
              
              
              241
              %Software
                  Services
              
              
              751
              
              
              86
              
              
              773
              %Total
                  cost of revenues
              
              $
              2,069
              
              $
              473
              
              
              337
              %




Total
      cost of revenues increased 337% for the first quarter of 2008 year over year.
      This was primarily due to year over year increase in cost of data mining revenue
      and software revenue.




Data
      mining *.* ****** Cost of
      data mining revenue increased 241% for the first quarter of 2008 year over
      year.
      If our VIE’s operational results in January 2007 was included in the first
      quarter of 2007, the cost of data mining revenue would increase 154% year over
      year. This increase was associated with the increase in data mining services
      and
      amortization costs of acquired database assets.




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 et cetera for their services and resources.




Software
      Services *.* Cost of
      data mining revenue increased 773% for the first quarter of 2008 year over
      year.
      If our VIE’s operational results in January 2007 was included in the first
      quarter of 2007, the cost of software service revenue would increase 196% year
      over year. This increase was mainly associated with the increase in software
      services and project headcount.


17




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 March 312008
            
            2007(In thousands, except percentages)Gross
                profit marginData
                mining
            
            
            60
            %
            
            72
            %Software
                Services
            
            
            70
            %
            
            88
            %Overall
            
            
            64
            %
            
            78
            %




Overall
      gross margin decreased 14 percentage points year over year for the first quarter
      of 2008 which was mainly due to the decrease in the gross margins of data mining
      and software services.




*Data
      mining.* The
      gross margin of data mining decreased 12 percentage points year over year for
      the first quarter of 2008. This was mainly due to that there was no amortization
      costs of acquired database assets occurred in the first 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 18 percentage points year over
      year
      for the first quarter of 2008. This was mainly due to the increase in
      compensation costs and expenses caused by increased project headcount.




***Operating
      Expenses***


Three
                  Months Ended March 312008
              
              2007
              
              %
                  of
                Changes(In
                  thousands, except percentages)%
                  of
                total
                  net
                revenue
              
              
              
              %
                  of
                total
                  net
                revenueSelling,
                  General and Administrative Expenses.
              
              $
              698
              
              
              12
              %
              $
              134
              
              
              6
              %
              
              419
              %Research
                  and Development Costs.
              
              
              165
              
              
              3
              %
              
              -
              
              
              -
              
              
              -




18




***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, staff traveling and transportation expenses, and office expenses.
      If
      our VIE’s operational results were included in the first quarter of 2007, the
      Selling, General and Administrative Expenses would have increased 153% year
      over
      year. 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 began to be traded on the OTCBB in May 2007, which
      partially caused the increase of the total expenses in the first quarter of
      2008
      as compared to the first 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 being listed in the US in
      May 2007. 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 10%
      and
      7% for the first quarter of 2008 and 2007, respectively. The increase in
      effective income tax rate was primarily due to two reasons: first, 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 and
      New Yulong Software’s taxable income were exempt from income tax; second, the
      new Enterprise Income Tax Law of China became effective on January 1, 2008,
      under which the preferential income tax rate of 15% applicable to New Yulong
      IT
      and New Yulong Software in 2007, was increased to 18%. See Note 6-“Income Taxes”
to the Condensed Consolidated Financial Statements for further discussions.




**LIQUIDITY
      AND CAPITAL RESOURCES**


As
                    of March 312008
                
                2007(In
                    thousands)Cash
                    and cash equivalents
                
                $
                7,483
                
                $
                10,760Working
                    capital
                
                $
                22,545
                
                $
                23,896Shareholder’s
                    equity
                
                $
                27,360
                
                $
                23,963






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




As
      of
      March 31, 2008, we had $7.5 million in cash and cash equivalents to meet the
      future requirements of our operating activities. We believe that our existing
      cash and cash equivalents will be sufficient to fund our operating activities,
      capital expenditures and other obligations through 2008.


19




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:





Three
                  Months Ended March 312008
              
              2007(In
                  thousands)Net
                  cash (used in) provided by operating activities
              
              $
              (
                  3,320
              )
              $
              102Net
                  cash (used in) provided by investing activities
              
              
              (
                  1,289
              )
              
              526Net
                  cash used in financing activities
              
              
              -
              
              
              (
                  392
              )Effect
                  of foreign currency translation on cash and cash
                  equivalents
              
              
              1,332
              
              
              45Net
                  (decrease) increase in cash and cash equivalents
              
              
              (
                  3,277
              )
              
              281Cash
                  and cash equivalents - beginning of period
              
              
              10,760
              
              
              409Cash
                  and cash equivalents - end of period
              
              $
              7,483
              
              $
              690




***Operating
      activities***




Our
      net
      cash used in operating activities for the three months ended March 31, 2008
      was
      $3.3 million. This was primarily attributable to the net income of $2.8 million,
      adjusted by non-cash related expenses of $349 thousand and a net increase in
      the
      components of our working capital of $6.4 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 three months ended March 31, 2008 was $1.3
      million which was mainly attributable to the acquisition of customer database
      assets.




***Financing
      activities***




No
      cash
      flow in financing activities for the three months ended March 31,
      2008.




**OFF-BALANCE
      SHEET ARRANGEMENTS**




We
      do not
      have any off-balance sheet arrangements.


20




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




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




**Item
      4.**  **Controls
      and Procedures**




***Conclusion
      Regarding the Effectiveness of Disclosure Controls and
      Procedures***




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      in
      Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that during the period covered by this report, such
      disclosure controls and procedures were effective to ensure that the information
      required to be disclosed on in the reports we file with the SEC is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms.




***Changes
      in Internal Control over Financial Reporting***




There
        have been no changes in our internal controls over financial reporting that
        occurred during
        the three months ended March 31, 2008 that
        have materially affected, or are reasonably likely to materially affect,
        our
        internal control over financial reporting.




**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.


21


**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 three months ended March
      31, 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.




22


**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:
      May 9, 2008




JINGWEI
                INTERNATIONAL LIMITEDBy:
            /s/
                Regis KwongName:
                Regis KwongTitle:
                Chief Executive Officer(Principal
                Executive Officer)JINGWEI
                INTERNATIONAL LIMITEDBy:
            /s/
                Helen LuName:
                Helen LuTitle:
                Chief Financial Officer(Principal
                Accounting and Financial
                Officer)


23