**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**FORM
      10 QSB**




(Mark
      One)




x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934.
  For the quarterly period ended September 30, 2007
   ̈
              TRANSITION REPORT UNDER SECTION 13
                OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF
                1934.




For
      the
      transition period from________________________  to_______________________________________________




Commission
      file number: 333-122557


**Jingwei
      International Limited**


(Exact
      Name of Registrant as Specified in Its
      Charter)




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





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


**Futian
      District,**


**Shenzen,
      PRC 518040**


(Address
      of Principal Executive Offices)




**+86
      1085251198**


(Issuer’s
      Telephone Number, including area code)




____________________________


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




Check
      whether the registrant (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.
      Yes 5 No ~




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




As
      of
      November 12, 2007, there were 17,049,000 shares of the issuer’s common stock,
      par value $0.001 per share, outstanding.




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









**TABLE
      OF CONTENTS**




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









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


**INFORMATION**




**Item
      1. Condensed Consolidated Financial Statements**










**Jingwei
      International Limited**


**and**


**Subsidiaries**


**Consolidated
      Financial Statements**





**September
      30, 2007**




1




**Jingwei
        International Limited**


**and**
 **Subsidiaries**
  CONTENTSPageConsolidated
                    Balance Sheets
                1Consolidated
                    Statements of Operations
                2Consolidated
                    Statements of Comprehensive Income
                3Consolidated
                    Statements of Stockholders' Equity
                4Consolidated
                    statements of cash flows
                5Notes
                    to Consolidated Financial Statements
                6-17


2


**Jingwei
                  International Limited And Subsidiaries****Consolidated
                  Balance Sheets****September
                  30**
              
              **December
                  31****2007**
              
              **2006**(unaudited)
              
              (audited)**ASSETS****Current
                  assets**Cash
                  and equivalents
              
              $
              12,959,549
              
              $
              409,419Inventories
              
              
              2,845,193
              
              
              -Trade
                  receivables (net of allowance of doubtful accounts of
                  $270,253)
              
              
              8,708,733
              
              
              -Other
                  receivables, prepayments and deposits (net of allowance of doubtful
                  accounts of $728,370)
              
              
              3,321,366
              
              
              -Amount
                  due from a related company
              
              
              801,867
              
              
              -Total
                  Current Assets
              
              
              28,636,708
              
              
              409,419**Non-current
                  assets**Property,
                  plant and equipment - Net
              
              
              2,486,102
              
              
              -**Total
                  Assets**
              
              $
              31,122,810
              
              $
              409,419**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  liabilities**Trade
                  payables
              
              $
              1,453,816
              
              $
              -Accruals
                  and other payables
              
              
              1,414,138
              
              
              -Amount
                  due to a related stockholder
              
              
              
              
              
              401,736Tax
                  payable
              
              
              1,529,345
              
              
              -Amount
                  due to a stockholder
              
              
              203,974
              
              
              -Total
                  Current Liabilities
              
              
              4,601,273
              
              
              401,736**Total
                  Liabilities**
              
              
              4,601,273
              
              
              401,736Minority
                  Interest - Variable Interest Entities
              
              
              6,566,914
              
              
              -**Stockholders'
                  Equity**Common
                  stock, $.001 par value; 75,000,000 shares authorized, 17,049,000
                  shares
                  issued and outstanding in 2007; 11,554,000 shares issued and outstanding
                  in 2006
              
              
              17,049
              
              
              11,554Additional
                  Paid-in Capital
              
              
              15,063,981
              
              
              (1,554
              )Statutory
                  and other reserves
              
              
              479,431
              
              
              -Accumulated
                  other comprehensive income
              
              
              450,718
              
              
              -Retained
                  Earnings (accumulated deficit)
              
              
              3,943,444
              
              
              (2,317
              )**Total
                  Stockholders' Equity**
              
              
              19,954,623
              
              
              7,683**Total
                  Liabilities and Stockholders' Equity**
              
              $
              31,122,810
              
              $
              409,419See
                  accompanying notes to the consolidated financial
                  statements.
 
 
 3
 
 
 **Jingwei
                  International Limited And Subsidiaries****Consolidated
                  Statements of Operations****For
                  the Three and Nine Months Ended September 30, 2007 And The Period
                  May 15,
                  2006 (Inception) Through September 30, 2006****Three
                  Months Ended September 30, 2007**
              
              **May
                  15, 2006 through September 30, 2006**
              
              **Nine
                  Months Ended September 30, 2007**(unaudited)
              
              (unaudited)
              
              (unaudited)Sales
              
              $
              5,216,602
              
              $
              -
              
              
              5,101,900Cost
                  of sales
              
              
              (2,818,128
              )
              
              -
              
              
              (8,689,547
              )**Gross
                  profit**
              
              
              2,398,474
              
              
              -
              
              
              6,412,353**Expenses**General
                  and administrative expenses
              
              
              (516,336
              )
              
              (1,198
              )
              
              (975,301
              )Research
                  and development costs
              
              
              (138,949
              )
              
              -
              
              
              (315,468
              )**Total
                  Expenses**
              
              
              (655,285
              )
              
              (1,198
              )
              
              (1,290,769
              )**Income
                  (loss) from operations**
              
              
              1,743,189
              
              
              (1,198
              )
              
              5,121,584**Other
                  income (expenses)**Other
                  income (expense)
              
              
              (89,294
              )
              
              -
              
              
              (24,911
              )Subsidy
                  income
              
              
              640
              
              
              -
              
              
              65,561Interest
                  income
              
              
              147,574
              
              
              -
              
              
              148,686Finance
                  costs
              
              
              (18,048
              )
              
              -
              
              
              (39,229
              )**Total
                  other income**
              
              
              40,872
              
              
              -
              
              
              150,107**Income
                  (loss) from operations & other income**
              
              
              1,784,061
              
              
              (1,198
              )
              
              5,271,691**Income
                  (loss) before income taxes**
              
              
              1,784,061
              
              
              (1,198
              )
              
              5,271,691**Income
                  taxes**
              
              
              (491,796
              )
              
              -
              
              
              (846,499
              )**Net
                  income (loss)**
              
              $
              1,292,265
              
              $
              (1,198
              )
              $
              4,425,192**Earnings
                  Per Share (Basic)**
              
              $
              0.08
              
              $
              -
              
              $
              0.29**Earnings
                  Per Share (Diluted)**
              
              $
              0.08
              
              $
              -
              
              $
              0.29**Weighted
                  Average Common Shares Outstanding**Basic
              
              
              17,049,000
              
              
              11,554,000
              
              
              15,395,026Diluted
              
              
              17,049,000
              
              
              11,554,000
              
              
              15,395,026See
                  accompanying notes to the consolidated financial
                  statements.
 
 
 4
 
 
 **Jingwei
                  International Limited And Subsidiaries****Consolidated
                  Statements of Comprehensive Income****For
                  the Three and Nine Months Ended September 30, 2007 And The Period
                  May 15,
                  2006 (Inception) Through September 30, 2006****Three
                  Months Ended September 30, 2007**
              
              **May
                  15, 2006 through September 30, 2006**
              
              **Nine
                  Months Ended September 30, 2007**(Unaudited)
              
              (Unaudited)
              
              (Unaudited)Net
                  Income (loss)
              
              $
              1,292,265
              
              $
              (1,198
              )
              $
              4,425,192Other
                  Comprehensive IncomeForeign
                  currency translation adjustment
              
              
              308,842
              
              
              -
              
              
              450,718Comprehensive
                  Income
              
              $
              1,601,107
              
              $
              (1,198
              )
              $
              4,875,910See
                  accompanying notes to the consolidated financial
                  statements.
 
 
 5
 
 **Jingwei
                    International Limited And Subsidiaries****Consolidated
                    Statements of Stockholders' Equity****For
                    the nine months ended September 30, 2007**
  Number
                    of Shares of Common Stock
                
                Common
                    Stock
                
                Additional
                    Paid-In Capital
                
                Statutory
                    and Other Reserves
                
                Accumulated
                    Other Comprehensive (loss) income
                
                Retained
                    Earnings (Accumulated Deficit)
                
                TotalBalance,
                    December 31, 2006 (Audited)
                
                
                10,000
                
                $
                10,000
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                (2,317
                )
                $
                7,683Retroactive
                    recapitalization
                
                
                11,544,000
                
                
                1,554
                
                
                (1,554
                )
                
                -
                
                
                -
                
                
                -
                
                
                -Balance,
                    December 31, 2006
                
                
                11,554,000
                
                
                11,554
                
                
                (1,554
                )
                
                -
                
                
                -
                
                
                (2,317
                )
                
                7,683Issuance
                    of common stock at merger
                
                
                2,100,000
                
                
                2,100
                
                
                (2,100
                )
                
                -
                
                
                -
                
                
                -
                
                
                -Issuance
                    of common stock, private placement -net
                    of offering costs
                
                
                3,395,000
                
                
                3,395
                
                
                15,067,635
                
                
                -
                
                
                -
                
                
                -
                
                
                15,071,030Foreign
                    Currency Translation adjustment
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                450,718
                
                
                -
                
                
                450,718Transfer
                    to Statutory and Other Reserves
                
                
                -
                
                
                -
                
                
                -
                
                
                479,431
                
                
                -
                
                
                (479,431
                )
                
                -Net
                    income for the nine months ended September 30, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                4,425,192
                
                
                4,425,192Balance,
                    September 30, 2007 (Unaudited)
                
                
                17,049,000
                
                $
                17,049
                
                $
                15,063,981
                
                $
                479,431
                
                $
                450,718
                
                $
                3,943,444
                
                $
                19,954,623See
                    accompanying notes to the consolidated financial
                    statements.


6
 
 
 **Jingwei
                  International Limited And Subsidiaries****Consolidated
                  Statements of Cash Flows****For
                  the Nine Months Ended September 30, 2007 And The Period May 15,
                  2006 (The
                  Inception) Through September 30, 2006****2007**
              
              **2006*****(Unaudited)***
              
              ***(Unaudited)*****Cash
                  flows from operating activities**Net
                  income
              
              $
              4,425,192
              
              $
              (1,198
              )Adjustments
                  to reconcile nent income to netcash(used
                  in)provided by operating activities:Depreciation
              
              
              160,665Changes
                  in operating assets and liabilities, net of effect of consolidation
                  of
                  Variable Interest EntitiesTrade
                  receivables
              
              
              (3,336,306
              )Other
                  receivables,prepayments and deposits
              
              
              588,077Amounts
                  due from related parties
              
              
              (801,867
              )Inventories
              
              
              (2,549,951
              )Trade
                  payables
              
              
              1,009,614Other
                  payables and accrued expenses
              
              
              158,688Amounts
                  due to related parties
              
              
              (1,515,321
              )Income
                  tax payable
              
              
              1,172,231Net
                  cash flows used in operating activities
              
              
              **(688,978**
              **)**
              
              **(1,198**
              **)****Cash
                  flows from investing activities**Cash
                  from consolidation of variable interest entities
              
              
              528,494Acquisition
                  of property and equipment
              
              
              (2,646,767
              )Net
                  cash flows used in investing activities
              
              
              **(2,118,273**
              **)****Cash
                  flows from financing activities**Net
                  proceeds from private placement
              
              
              15,071,030
              
              
              10,000Repayment
                  of stockholder loan
              
              
              (164,367
              )Net
                  cash flows provided by financing activities
              
              
              **14,906,663**
              
              
              **10,000**Effect
                  of foreign currency translation on cashand
                  cash equivalents
              
              
              **450,718**Net
                  increase in cash and equivalents
              
              
              **12,550,130**
              
              
              **8,802**Cash
                  and cash equivalents-beginning of period
              
              
              **409,419**Cash
                  and cash equivalents-end of period
              
              **$**
              **12,959,549**
              
              **$**
              **8,802**See
                  accompanying notes to the consolidated financial
                  statements.


7


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


**Note
        1** ****  **Corporate
        information and description of business**
 
 Jingwei
        International Limited and its consolidated subsidiaries and variable interest
        entities (the “Company”) are a technology services provider in China
        specializing in software and data mining services. In May 2006, Mr. George
        (Jianguo) Du, our President and Chairman of the board of directors, established
        Jingwei International Investments Limited, a company organized under the
        laws of
        the British Virgin Islands (“Jingwei BVI”) .
        Jingwei
        BVI has one wholly owned subsidiary, Jingwei International Investment (HK)
        Ltd.
        (“Jingwei HK”), which was established on October 31, 2006 in HongKong. On
        February 8, 2007, a wholly subsidiary of Jingwei HK, Jingwei Hengtong Technology
        (ShenZhen) Co., Limited (“Jingwei Hengtong”) was established in People’s
        Republic of China (“PRC’). On the same day, Jingwei Hengtong and Shenzhen
        Jingwei Communication Co., Ltd. (Jingwei Communication), a PRC company, entered
        into various agreements. Upon the execution of these agreements, the Company
        became the primary beneficiary of Jingwei Communication which was treated
        as a
        variable interest entity of the Company. Jingwei Communication has two
        subsidiaries, New Yulong Information Technology Co. Ltd. which Jingwei
        Communication owns 100% and New Yulong Software Technology Development Co.
        Ltd.,
        which Jingwei Communication owns 51.89% and New Yulong Information Technology
        Development Co. own the other 48.11%.
 
 On
        May
        16, 2007, Jingwei BVI entered into a share exchange agreement with Neoview,
        Synergy Business Consulting LLC, a principal shareholder of Neoview, and
        the
        shareholders of Jingwei BVI. Neoview is a public Shell Company (“Shellco”).
        Pursuant to the share exchange agreement, Shellco acquired all of Jingwei
        BVI’s
        issued and outstanding shares from Jingwei BVI’s shareholders in exchange for
        the issuance to Jingwei BVI’s shareholders of 11,554,000 shares of Shellco
        common stock, constituting 86.4% of Shellco’s outstanding shares of common stock
        on a fully-diluted basis. As a result of this transaction, Jingwei BVI will
        become a wholly-owned subsidiary of Shellco. Under accounting principles
        generally accepted in the United States, the share exchange is considered
        to be
        a capital transaction in substance, rather than a business combination. That
        is,
        the share exchange is equivalent to the issuance of stock by Jingwei BVI
        for the
        net monetary assets of Shellco, accompanied by a recapitalization, and is
        accounted for as a change in capital structure. Accordingly, the accounting
        for
        the share exchange will be identical to that resulting from a reverse
        acquisition, except no goodwill will be recorded. Under reverse takeover
        accounting, the post reverse acquisition comparative historical financial
        statements of the legal acquirer, Shellco, are those of the legal acquiree,
        Jingwei BVI, which is considered to be the accounting acquirer. Shares and
        per
        share amounts stated have been adjusted to reflect the merger.
  Immediately
        following the closing of the merger, Shellco consummated a private placement
        of
        3,395,000 units, each consisting of one (1) share of Common Stock and 0.3
        of a
        Warrant to purchase one (1) share of common stock, for aggregate gross proceeds
        of $16,975,000 or $5.00 per unit. In conjunction with this offering, the
        company
        paid a placement agent cash of $1,188,250, representing 7% of the aggregate
        gross proceeds of the offering, and issued the placement agent warrants to
        purchase 441,350 shares of its common stock, representing 10% of the total
        number of shares sold in the offering, including the warrants to purchase
        1,018,500 shares of the Company’s common stock. The warrants to purchase 441,350
        shares were recorded as a non-cash offering expense.
 
 In
        connection with the Offering, the Company also entered into a registration
        rights agreement (the “Registration Rights Agreement”) with the Investors, in
        which the Company agreed to file a registration statement (the “Registration
        Statement”) with the Securities and Exchange Commission (the “SEC”) to register
        for resale the shares of common stock issued as part of the Units and the
        1,018,500 shares of Common Stock underlying the Warrants (the “Warrant Shares”),
        within 60 calendar days of the Closing Date of the Offering, and use the
        Company’s best efforts to have the registration statement declared effective
        within 120 calendar days of the Closing Date of the Offering, or 180 calendar
        days following the Closing Date of the Offering, if the registration statement
        is subject to review and comment by the SEC. The Company will pay liquidated
        damages of 1% of the dollar amount of the Units sold in the Offering per
        month,
        payable in cash, up to a maximum of 10%, if the registration statement is
        not
        filed and declared effective within the foregoing time periods. The Company
        did
        not meet the July 16, 2007 filing deadline (60 days from the
        Closing Date of the Offering) and therefore incurred a penalty of $ 169,750 on that
        date. The Company is also incurring interest expense of 18% per annum rate
        of
        the penalty. The $169,750 penalty liability and accrued interest of $6,300
        is
        included in accrued expenses as of September 30, 2007 with a corresponding
        expense recognized as part of other expense on the Statement of
        Operations.
 
 8
 **Jingwei
          International Limited**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Stated
          in US Dollars)**
  The
        Company also entered into an escrow agreement with CRT Capital Group, LLC,
        a
        representative of the Investors (“CRT”), Continental Stock Transfer & Trust
        Company (the “Escrow Agent”) and certain of the Shareholders (the “Escrow
        Agreement”), in which 2,000,000 of the Shares (the “Escrow Shares”) were
        delivered to the Escrow Agent. The Escrow Shares are being held as security
        for
        the achievement of $6,827,000 in net income for the year ended December 31,
        2007
        (the “Net Income Threshold”). If the Company achieves the Net Income Threshold,
        the Escrow Shares will be released back to such Shareholders. If the Net
        Income
        Threshold is not achieved, an aggregate number of Escrow Shares (such number
        to
        be determined by a formula included in the Escrow Agreement) will be distributed
        pro-rata to the Investors, based on the actual net income for the year ended
        December 31, 2007.
 
 Following
        the completion of the merger and the Offering, Shellco had 18,508,850 shares
        of
        Common Stock outstanding on a fully-diluted basis.
 
 
 **Note
        2**  **Summary
        of significant accounting policies**
 
 Financial
        Statements
 
 The
        accompanying unaudited financials statements have been prepared by Jingwei
        International Limited (“Jingwei International”). These statements include all
        adjustments which management believes necessary for a fair presentation of
        the
        statements and have been prepared on a consistent basis using the accounting
        polices described in the Summary of Significant Accounting Polices included
        in
        the 2006 Annual Report. Certain financial information and footnote disclosures
        normally indicated in financial statements prepared in accordance with
        accounting principals generally accepted in the United States have been
        condensed or omitted pursuant to those rules and regulations, although the
        Company firmly believes that the accompanying disclosures are adequate to
        make
        the information presented not misleading. The Notes to Financial Statements
        included in the 2006 Annual Report should be read in conjunction with the
        accompanying interim financial statements. The interim operating results
        for the
        three and nine months ended September 30, 2007 may not be indicative of
        operating results expected for the full year.
 
 Basis
        of presentation and consolidation
 
 The
        accompanying condensed consolidated financial statements of Jingwei
        International, its subsidiaries, namely, Jingwei HK, Jingwei Hengtong, and
        its
        variable interest entities, namely Jingwei Communication, New Yulong Information
        Technology Co. Limited, New Yulong Software Technology Development Co. Limited.,
        have been prepared in accordance with generally accepted accounting principles
        in the United States of America.
 
 The
        consolidated financial statements include the accounts of Jingwei International,
        its subsidiaries and variable interest entities. All significant inter-company
        accounts and transactions have been eliminated in consolidation.
 
 On
        January 17, 2003, the Financial Accounting Standards Board issued FASB
        Interpretation No. 46: Consolidation of Variable Interest Entities, an
        interpretation of ARB 51 (“FIN 46”), which was superseded by a revised
        interpretation (“FIN 46R”). These interpretations address financial reporting
        for entities over which control is achieved through means other than voting
        rights. According to the requirements of FIN 46R, Jingwei International has
        evaluated its relationships with Jingwei Communication. Jingwei International
        has concluded that, Jingwei Communication is a “variable interest entity” for
        accounting purposes, and as a result of the contractual arrangements, which
        enable Jingwei International to control Jingwei Communication, Jingwei
        International is the primary beneficiary of Jingwei Communication. Accordingly,
        Jingwei International adopted the provisions of FIN 46R and will consolidate
        Jingwei Communication. The contractual agreement with Jingwei Communication
        was
        in effect on February 8, 2007, however for accounting purposes the effective
        date was January 31, 2007. The income statement for the nine months ended
        September 30, 2007 reflects the operation from February 1, 2007 through
        September 30, 2007 for the variable interest entities. The Company used the
        purchase method to consolidate Jingwei Communication, with the current assets
        and liabilities recorded at fair value which approximated their book value.
        The
        fair value of the acquired net assets of Jingwei Communication exceeded the
        deemed consideration given of $256,871. The Company reduced all of the
        non-current assets of Jingwei Communication, in the amount of $153,568 to
        zero
        and then recognized the remaining amount of $6,566,914 as Minority Interest
        -Variable Interest Entities on the balance sheet. The following table summarizes
        the fair value of the Jingwei Communication’s assets and liabilities as of
        February 8, 2007, with an effective date of February 1, 2007 for accounting
        purposes:
 
 9
 
 **Jingwei
            International Limited**
 **Notes
            to Condensed Consolidated Financial Statements**
 **(Stated
            in US Dollars)**
 Assets:Cash
              
              $
              528,493Fixedassets,net
              
              
              153,568RawMaterials
              
              
              295,242Accountsreceivable,net
              
              
              5,372,427Otherreceivables
              
              
              2,700,925Othercurrentassets
              
              
              1,208,518Totalassets
              
              $
              10,259,173Liabilities:Accountspayableandaccruedexpenses
              
              $
              1,799,895Loanfromdirector
              
              
              368,341Amountduetorelatedparties
              
              
              1,113,584Totalliabilities
              
              $
              3,281,820Netassets
              
              $
              6,977,353
 
 
 Use
        of
        estimates
 
 In
        preparing financial statements in conformity with accounting principles
        generally accepted in the United States of America, management makes estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosures of contingent assets and liabilities at the dates of the financial
        statements, as well as the reported amounts of revenues and expenses during
        the
        reporting periods. These accounts and estimates include, but are not limited
        to,
        the valuation of accounts receivable, inventories, deferred income taxes,
        provision for warranty and the estimation on useful lives of property, plant
        and
        equipment. Actual results could differ from those estimates.
 
 Concentrations
        of credit risk
 
 Financial
        instruments that potentially subject the Company to significant concentrations
        of credit risk consist principally of cash ô cash
        equivalents and trade and other receivables. As of June 30, 2007, substantially
        all of the Company’s cash and cash equivalents were held by major financial
 institutions
        located in the PRC, which management believes are of high credit quality.
        With
        respect to trade and other receivables, the Company extends credit based
        on an
        evaluation of the customer’s and other debtor’s financial condition. The Company
        generally does not require collateral for trade and other receivables and
        maintains an allowance for doubtful accounts of trade and other
        receivables.
 
 Fair
        value of financial instruments
 
 10
 **Jingwei
          International Limited**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Stated
          in US Dollars)**
 The
        carrying values of the Company’s financial instruments, including cash and cash
        equivalents, trade receivables, amounts due from related parties, other
        receivables, prepayments and deposits, trade and other payables, amounts
        due to
        related parties and loan from a stockholder approximate their fair values
        due to
        the short-term maturity of such instruments.
 
 It
        is
        management’s opinion that the Company is not exposed to significant interest,
        price or credit risks arising from these financial instruments.
 
 In
        respect of foreign currency risk, the Company is not exposed to this risk
        as
        majority of its trading transactions are denominated in its functional currency.
 
 Comprehensive
        Income
 The
        Company follows the Statement of Financial Accounting Standard (“SFAS”) No. 130, *Reporting
        Comprehensive Income* .
        Comprehensive income is a more inclusive financial reporting methodology
        that
        includes disclosure of certain financial information that historically has
        not
        been recognized in the calculation of net income.
 
 Cash
        and cash equivalents
 
 Cash
        and
        cash equivalents include all cash, deposits in banks.
 
 Allowance
        of doubtful accounts
 
 The
        Company establishes an allowance for doubtful accounts based on management’s
        assessment of the collectibility of trade and other receivables. A considerable
        amount of judgment is required in assessing the amount of the allowance and
        the
        Company considers the historical level of credit losses and applies percentages
        to aged receivable categories. The Company makes judgments about the credit
        worthiness of each customer based on ongoing credit evaluations, and monitors
        current economic trends that might impact the level of credit losses in the
        future. If the financial condition of the customers is to deteriorate, resulting
        in their inability to make payments, a larger allowance may be
        required.
 
 Based
        on
        the above assessment, during the reporting years, the management establishes
        the
        general provisioning policy to make allowance equivalent to the aging of
        trade
        and other receivables as follows:
 
 %
                  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 accounts receivable.
 
 Property
        and equipment
 
 Property
        and equipment are stated at cost less accumulated depreciation. Cost represents
        the purchase price of the asset and other costs incurred to bring the asset
        into
        its existing use.
 
 Depreciation
        is provided on straight-line basis over the assets’ estimated useful lives. The
        principal depreciation rates are as follows :-
 
 11
 **Jingwei
          International Limited**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Stated
          in US Dollars)**
 
 Annual
                  rate
              
              Residual
                  valueSoftware
              20%
              
              0%Motor
                  vehicles
              10%
              
              10%Office
                  equipment and computers
              20%
              
              10%
 
 Maintenance
        or repairs are charged to expense as incurred. Upon sale or disposition,
        the
        applicable amounts of asset cost and accumulated depreciation are removed
        from
        the accounts and the net amount less proceeds from disposal is charged or
        credited to income.
 
 Impairment
        of long-lived assets
 
 The
        Company follows SFAS No. 144, *Accounting
        for the Impairment or Disposal of Long-Lived Assets* .
        The
        Statement requires that long-lived assets and certain identifiable intangibles
        be reviewed for impairment whenever events or changes in circumstances indicate
        that the carrying amount of the asset may not be recoverable. Long-lived
        assets
        and intangibles are tested for impairment whenever events or changes in
        circumstances indicate that the carrying amount of the assets may not be
        recoverable. The Company recognizes impairment of long-lived assets and
        intangibles in the event that the net book values of such assets exceed the
        future undiscounted cash flows attributable to such assets. The Company is
        not
        aware of any events or circumstances which indicate the existence of an
        impairment which would be material to the Company’s financial
        statements.
  Revenue
        recognition
 
 In
        accordance with Securities and Exchange Commission (“SEC”) Staff Accounting
        Bulletin (“SAB”) No. 104, *Revenue
        Recognition* ,
        the
        Company recognizes revenue when persuasive evidence of a customer or distributor
        arrangement exists or acceptance occurs, receipt of goods by customer occurs,
        the price is fixed or determinable, and the sales revenues are considered
        collectible.
 
 Subject
        to these criteria, the Company generally recognizes revenue from software
        and
        system services when: a) a contract has been signed by the customers and
        the
        Company, b) the Company has delivered software and system services to the
        customers as defined by the customers receiving the work product, c) the
        project
        milestone delivered is assigned a fixed price, and d) the customer acceptance
        of
        the project is reasonably assured.
 
 Revenue
        from data mining services is recognized when the services are
        rendered.
 
 The
        Company follows 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
        recognizes all revenue from the sales of mobiles handsets on a gross
        basis.
 
 Revenue
        from mobile handsets is recognized when sales occur.
 
 Government
        subsidies that compensate the Company for general expenses incurred and research
        and development activities are recognized as income at the time when the
        approval documents are obtained from the relevant government authorities
        and
        when the subsidies are received.
 
 12
 **Jingwei
          International Limited**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Stated
          in US Dollars)**
  Advertising,
        transportation, research and development expenses
 
 Advertising,
        transportation and research and development expenses are charged to expense
        as
        incurred.
 
 For
        the
        reporting period, there was no advertising expense occurred.
  **** Retained
        earnings -appropriated
 
 In
        accordance with the relevant PRC regulations and the Company’s Articles of
        Association, the Company is required to allocate its Income after tax to
        the
        following reserves:
 
 (a)  Statutory
        surplus reserve
 
 In
        accordance with the relevant laws and regulations of the PRC and the articles
        of
        association of New Yulong Information Technology and New Yulong Software
        Technology, these subsidiaries are required to appropriate 10% of their net
        income reported in the PRC statutory accounts, after offsetting any prior
        years’
losses, to the statutory surplus reserve. When the balance of such reserve
        reaches 50% of the respective registered capital of the subsidiaries, any
        further appropriation is optional.
 
 The
        statutory surplus reserve can be used to offset prior years’ losses, if any, and
        may be converted into
        registered capital, provided that the remaining balance of the reserve after
        such conversion is not less than 25% of registered capital. The statutory
        surplus reserve is non-distributable.
  (b)  Statutory
        public welfare fund
 
 In
        accordance with the articles of association of New Yulong Information Technology
        and New Yulong Software Technology, 5% to 10% of their net income reported
        in
        the PRC statutory accounts is to be appropriated to statutory public welfare
        fund. The statutory public welfare fund can only be utilized on items for
        the
        collective benefits of the subsidiaries’ employees. This fund is
        non-distributable other than in liquidation.
 
 (c)  Discretionary
        surplus reserve
 
 In
        accordance with the articles of association of New Yulong Information Technology
        and New Yulong Software Technology, the appropriation of net income reported
        in
        the PRC statutory accounts to the discretionary surplus reserve and its
        utilization are subject to the stockholders’ approval at their general meeting.
        Neither of the Company’s subsidiaries had appropriated their earnings to
        discretionary surplus reserve from their respective dates of inception to
        December 31, 2006.
  Income
        taxes
 
 The
        Company uses the asset and liability method of accounting for income taxes
        pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the asset and
        liability method of SFAS 109, deferred tax assets and liabilities are recognized
        for the future tax consequences attributable to temporary differences between
        the financial statements carrying amounts of existing assets and liabilities
        and
        loss 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.
 
 13
 **Jingwei
          International Limited**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Stated
          in US Dollars)**
  Foreign
        currency translation
 
 The
        functional currency of the Company is RMB which is not freely convertible
        into
        foreign currencies. The Company maintains its financial statements in the
        functional currency. Monetary assets and liabilities denominated in currencies
        other than the functional currency are translated into the functional currency
        at rates of exchange prevailing at the balance sheet date. Transactions
        denominated in currencies other than the functional currency are translated
        into
        the functional currency at the exchanges rates prevailing at the dates of
        the
        transaction. Exchange gains or losses arising from foreign currency transactions
        are included in the determination of net income for the respective
        periods.
 
 For
        financial reporting purposes, the financial statements of the Company which
        are
        prepared using the functional currency have been translated into United States
        dollars. Assets and liabilities are translated at the exchange rates at the
        balance sheet dates and revenue and expenses are translated at the average
        exchange rates and stockholders’ equity is translated at historical exchange
        rates. Any translation adjustments resulting are not included in determining
        net
        income but are included in foreign currency translation adjustment of other
        comprehensive income, a component of stockholders’ equity. The exchange rates in
        effect at September 30, 2007 and December 31 2006 were RMB1 for $0.1398 and
        $0.1242 respectively.
 
 Stock-based
        compensation
 
 The
        Company adopted SFAS No. 123(R), Share-Based Payment effective January 1,
        2006. During
        the reporting periods, the Company did not have any stock-based compensation
        payments.
  Basic
        and diluted earnings per share
  In
        accordance with SFAS No. 128, *Earnings
        per Share* ,
        basic
        earnings per common share is computed using net income divided
        by the weighted average number of shares of common stock outstanding for
        the
        periods presented. Diluted
        earnings per common share assumes that outstanding common shares were increased
        by shares issuable upon exercise of those stock warrants for which the market
        price exceeds the exercise price, less shares that could have been purchased
        by
        the Company with related proceeds.
  Recently issued accounting pronouncements
  In
        June
        2006, the Financial Accounting Standards Board (the “FASB”) issued
        Interpretation No. 48 (“FIN 48”), *Accounting
        for Uncertainty in Income Taxes* .
        FIN 48
        prescribes detailed guidance for the financial statement recognition,
        measurement and disclosure of uncertain tax positions recognized in an
        enterprise’s financial statements in accordance with SFAS No. 109, *Accounting
        for Income Taxes* (“SFAS
        No. 109”). Tax positions must meet a more-likely-than-not recognition
        threshold at the effective date to be recognized upon the adoption of FIN
        48 and
        in subsequent periods. FIN 48 has been adopted by the Company as of
        January 1, 2007, and the provisions of  FIN
        48
        will be applied to all tax positions under SFAS No. 109 after initial
        adoption. The cumulative effect of applying the provisions of this
        interpretation will be reported as an adjustment to the opening balance of
        retained earnings for that fiscal year. The adoption of FIN 48 did not require
        an adjustment to the Company’s consolidated financial statements.
  In
        September 2006, the FASB issued SFAS No. 157, *Fair
        Value Measurements* (“SFAS
        No. 157”). SFAS No. 157 establishes a framework for measuring fair
        value and expands disclosures about fair value measurements. The changes
        to
        current practice resulting from the application of SFAS No. 157 relate to
        the definition of fair value, the methods used to measure fair value and
        the
        expanded disclosures about fair value measurement. SFAS No. 157 is
        effective for fiscal years after November 15, 2007 and interim periods
        within those fiscal years. The Company does not believe that the adoption
        of the
        provisions of SFAS No. 157 will materially impact its financial statements
        or footnote disclosures.
  14
 **Jingwei
          International Limited**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Stated
          in US Dollars)**
  In
        February 2007, the FASB issued SFAS No. 159, *The
        Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS
        No. 159”). SFAS No. 159 permits entities to choose to measure many
        financial instruments and certain other items at fair value that are not
        currently required to be measured at fair value. The objective is to improve
        financial reporting by providing entities with the opportunity to mitigate
        volatility in reported earnings caused by measuring related assets and
        liabilities differently without having to apply complex hedge accounting
        provisions. SFAS No. 159 also establishes presentation and disclosure
        requirements designed to facilitate comparisons between entities that choose
        different measurement attributes for similar types of assets and liabilities.
        SFAS No. 159 is effective for financial statements issued for fiscal years
        beginning after November 15, 2007 and will become effective for the Company
        beginning with the first quarter of 2008. The Company has not yet determined
        the
        impact of the adoption of SFAS No. 159 on its financial statements and
        footnote disclosures.
 
 **Note
        3**  **Income
        taxes**
 
 Pursuant
        to the PRC tax laws and regulations and approvals from the relevant PRC tax
        authorities, the entities is entitled to a preferential income tax rate of
        15%;
 
 No
        deferred tax asset had been recognized due to immateriality. During the three
        and nine months ended September 30, 2007 the company recognized tax expense
        of
        $491,796 and $846,499. The Company had no temporary differences as of September
        30, 2007.
  **Note
        4**  **Amounts
        due from/(to) related parties**
 
 Amounts
        due from related parties comprises the following items:
  As
                  of
                September
                  30,Related
                  Parties
              
              Relationship
              
              2007Huashidai
                  Information Technology Ltd.
              
              
              Mr.
                  Du is a common stockholder
              
              $
              801,867
 
 This
        amount represents the receivable balance for the contracts signed by Huashidai
        on behalf of the company.
 
 **Note
        5**  **Amount
        due to a stockholder**
 
 Amount
        due to a stockholder, who is also a director, Mr. George Du, comprised loan
        of
        $266,042 with interest at 6.75 % per. annum and offset by an advance to Mr.Du
        of
        $62,068.
 
 The
        loan
        is unsecured and repayable on demand. During nine months ended September
        30,
        2007 the company paid interest expense of $25,973.
  **Note
        6**  **Stockholders’
        Equity**
 
 O n
        May 16,
        2007, the company consummated a private placement of 3,395,000 units, Each
        Unit
        consists of one share of the Company’s common stock (the “Common Stock”) and
        0.30 of a Warrant to purchase one share of the Common Stock (each a “Warrant”
and collectively the “Warrants”) at an exercise price of $6.00 per share,
        subject to adjustment. The Common Shares and Warrants will be separately
        transferable, subject to compliance with the Securities Act. The total gross
        proceeds were $16,975,000, the offering costs were $1,903,970, resulting
        in net
        proceeds of $15,071,030. As part of the offering costs, the placement agent
        also
        received warrants to purchase 441,350 shares of the Company’s Common
        stock.
 
 15
 The
        Company issued warrants to purchase a total of 1,459,850 shares of common
        stock.
        The warrants have a four year term. As long as there is an effective
        registration statement covering the shares of Common Stock issuable upon
        exercise of the Warrants, the Company may redeem the Warrants on not less
        than
        20 days' prior written notice, at a price of $0.01 per Warrant, if the following
        conditions are met: (i) the fair market value of our Common Stock exceeds
        200%
        of the exercise price for the 20 consecutive trading day period ending five
        trading days prior to the date of the redemption notice and (ii) the Warrants
        are then exercisable.
 
 The
        Warrants, at the option of the holder, may be exercised by cash payment of
        the
        exercise price or if the registration statement is not declared effective
        by the
        SEC within six months of the Offering closing date, by “cashless exercise”. A
“cashless exercise” means that in lieu of paying the aggregate purchase price
        for the shares being purchase upon exercise of the Warrants in cash, the holder
        will forfeit a number of shares underlying the Warrants with a “fair market
        value” equal to such aggregate exercise price. The Company will not receive any
        additional proceeds to the extent that warrants are exercised by cashless
        exercise.
 
 The
        exercise price and number of shares of Common Stock issuable upon exercise
        of
        the Warrants may be adjusted in certain circumstance, including in the event
        of
        a stock dividend, or our recapitalization, reorganization, merger or
        consolidation.
 
 No
        fractional shares will be issued upon exercise of the Warrants. If, upon
        exercise of a Warrant, a holder would be entitled to receive a fractional
        interest in a share, we will pay to the holder cash equal to such fraction
        multiplied by the then fair market value of one full share.
 The
        Warrants will contain standard and customary weighted average anti-dilution
        protection.
 
 **Note
        7**  **Segment
        information**
 
 Beginning
        February 1, 2007, with the acquisition of Jingwei Communication, the Company
        has
        there reportable segments based on the type of services provided, dataming
        services, consumer electronics sales and software and system services.
        Information for the there segments are disclosed under FAS 131, “Disclosures
        about Segments of an Enterprise and Related Information” as below:
  DataminingServices
                
                Consumer
                  ElectronicSales
                
                SoftwareServices
                
                TotalNineMonthsEnded
                  September30,2007
                
                NineMonthsEnded
                  September30,2007
                
                NineMonthsEnded
                  September30,2007
                
                NineMonthsEnded
                  September30,2007Revenue
                
                
                5,252,491
                
                
                7,430,099
                
                
                2,419,310
                
                
                15,101,900SegmentProfit
                
                
                2,680,692
                
                
                668,709
                
                
                1,075,791
                
                
                4,425,192SegmentAssets
                
                
                15,561,405
                
                
                6,224,562
                
                
                9,336,843
                
                
                31,122,810ExpenditureforSegmentAssets
                
                
                2,646,767
                
                
                
                
                
                
                
                
                2,646,767DataminingServices
                
                
                Consumer
                  ElectronicSales
                
                
                SoftwareServices
                
                
                TotalThreeMonthsEnded
                    September30,2007
                
                
                ThreeMonthsEnded
                  September30,2007
                
                
                ThreeMonthsEnded
                  September30,2007
                
                
                ThreeMonthsEndedSeptember30,2007Revenue
                
                
                1,992,610
                
                
                2,332,704
                
                
                891,288
                
                
                5,216,602SegmentProfit
                
                
                699,068
                
                
                209,943
                
                
                383,254
                
                
                1,292,265SegmentAssets
                
                
                15,561,405
                
                
                6,224,562
                
                
                9,336,843
                
                
                31,122,810ExpenditureforSegmentAssets
                
                
                2,646,767
                
                
                
                
                
                
                
                
                2,646,767
 
 
 16
 **Jingwei
            International Limited**
 **Notes
            to Condensed Consolidated Financial Statements**
 **(Stated
            in US Dollars)**
 **Note
        8**  **Proforma
        statement**
 
 On
        February 8, 2007, the company registered a wholly owned subsidiary company
        Jingwei Hengtong in the PRC. On the same day, Jingwei Hengtong and Jingwei
        Communication entered into various contractual agreements, details of which
        are
        summarized as follows
 
 ***Exclusive
        Technology Consulting Services Agreement.*** Pursuant
        to the exclusive technology consulting services agreement between Jingwei
        Hengtong and Jingwei Communication, Jingwei Hengtong has the exclusive right
        to
        provide to Jingwei Communication technology consulting services related to
        the
        design, development and implementation of computer software and the maintenance
        of networks, and provide access to Jingwei Hengtong’s team of personnel who have
        extensive experience in information technology services. Under the terms
        of this
        agreement, Jingwei Hengtong has agreed to pay all of the operating costs
        incurred by Jingwei Communication and Jingwei Communication shall pay bi-monthly
        service fees to Jingwei Hengtong consisting of all income from the business
        operations. This agreement is for a ten year term expiring on February 8,
        2017,
        with an automatic one (1) year renewal. The agreement is subject to early
        termination in accordance with the terms therein.
 
 ***Operating
        Agreement.*** Pursuant
        to the operating agreement among Jingwei Hengtong, Jingwei Communication
        and the
        shareholders of Jingwei Communication, Jingwei Hengtong agrees to guaranty
        Jingwei Communication’s performance of its obligations under contracts,
        agreements and transactions between Jingwei Communication and third party
        customers. In return for the guaranty, Jingwei Communication has pledged
        its
        accounts receivables and all of its assets to Jingwei Hengtong. The shareholders
        of Jingwei Communication have also agreed to appoint persons recommended
        by
        Jingwei Hengtong to serve on Jingwei Communication’s Board of Directors and to
        appoint Jingwei Hengtong’s managers as managers of Jingwei Communication. In
        addition, Jingwei Communication and its shareholders agree that without the
        prior consent of Jingwei Hengtong, Jingwei Communication will not engage
        in any
        transactions that could materially affect the assets, liabilities, obligations,
        rights or operations of Jingwei Communication, including, without limitation,
        incurrence or assumption of any indebtedness, sale or purchase of any assets
        or
        rights, including intellectual property rights, incurrence of any encumbrance
        on
        any
 of
        its
        assets or intellectual property rights in favor of a third party or transfer
        of
        any agreements relating to its business operations to any third party. This
        agreement is for a ten year term
 expiring
        on February 8, 2017, subject to early termination in accordance with the
        terms
        therein.
 
 17
 **Jingwei
          International Limited**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Stated
          in US Dollars)**
  ***Intellectual
        Property Assignment Agreement.*** Under
        the
        intellectual property assignment agreement, Jingwei Communication assigned
        to
        Jingwei Hengtong all of its interest and rights in certain intellectual
        property, including without limitation, certain trademarks, the ownership
        of
        Jingwei Communication’s consumer database, and a software copyright and license.
        Jingwei Hengtong paid RMB1,000 for the intellectual property transferred
        under
        this agreement. Jingwei Communication agreed to take all actions and pay
        all
        expenses in connection with registering the intellectual property in Jingwei
        Hengtong’s name.
 
 ***Intellectual
        Property Agreement.*** Under
        the
        intellectual property agreement, Jingwei Hengtong granted Jingwei Communication
        a non-exclusive, non-assignable and non-transferable license to use certain
        intellectual property, including without limitation, certain trademarks,
        consumer data bases, and software copyright and license for use exclusively
        in
        the PRC. Jingwei Hengtong will retain the sole and exclusive rights in the
        intellectual property, including any improvement, upgrades and derived products,
        no matter whether such products are created by Jingwei Hengtong and Jingwei
        Communication. The annual license fee for all intellectual property is
        RMB1,000,000. Jingwei Hengtong has the right to waive payment, or adjust
        the
        amount of any license fees at any time, during the course of the agreement.
        This
        agreement is for a five year term expiring on February 8, 2012, subject to
        early
        termination in
 accordance
        with the terms therein.
  ***Equity
        Pledge Agreement.*** Under
        this agreement between the shareholders of Jingwei Communication and Jingwei
        Hengtong, the shareholders of Jingwei Communication pledged all of their
        equity
        interests in Jingwei Communication to Jingwei Hengtong to guarantee their
        obligations under the amended and restated loan agreement and Jingwei
        Communication’s performance of its obligations under the technology consulting
        agreement. If Jingwei Communication or any of its shareholders breaches its
        respective contractual obligations under the amended and restated loan agreement
        or the technology consulting agreement, or upon the occurrence of one of
        the
        events regarded as an event of default under this agreement, Jingwei Hengtong,
        as pledgee, will be entitled to certain rights, including the right to sell
        the
        pledged equity interests. The shareholders of Jingwei Communication agreed
        not
        to dispose of the pledged equity interests or take any actions that would
        prejudice Jingwei Hengtong’s interest, and to notify Jingwei Hengtong of any
        events or upon receipt of any notices which may affect the shareholders’
interest. The equity pledge agreement will expire two years after Jingwei
        Communication and its shareholders fully perform their respective obligations
        under the technology consulting agreement and the loan agreement.
 
 ***Exclusive
        Option Agreement*** .
        Under
        the option agreement among Jingwei Hengtong, Jingwei Communication and the
        shareholders of Jingwei Communication, the shareholders of Jingwei Communication
        irrevocably granted Jingwei Hengtong or its designated person an exclusive
        option to purchase, to the extent permitted by PRC law, a portion or all
        of the
        equity interests in Jingwei Communication for the cost of the original purchase
        price paid for the equity interests; provided, however, if under applicable
        PRC
        laws and regulations an appraisal is required, then the purchase price shall
        be
        the minimum amount of consideration permitted by applicable PRC law. In
        addition, Jingwei Communication and its shareholders agree that without the
        prior consent of Jingwei Hengtong, Jingwei Communication will not take certain
        actions that may have a material adverse effect on the equity interests or
        the
        liabilities, rights or operations of Jingwei Communication. Jingwei Hengtong
        or
        its designated person has the sole discretion to decide when to exercise
        the
        option, whether in part or in full. This agreement is for a ten year term
        expiring on February 8, 2017, subject to early termination in accordance
        with
        the terms therein.
 
 ***Amended
        and Restated Loan Agreement*** .
        Under
        the loan agreement between Jingwei
 Hengtong
        and the shareholders of Jingwei Communication, the shareholders confirmed
        that
        Jingwei Hengtong had made an RMB2,000,000 interest-free loan to the shareholders
        of Jingwei
 
 Communication
        solely for the shareholders to fund the capitalization of Jingwei Communication.
  18
 The
        loan
        can only be repaid upon the transfer of the equity interests from the
        shareholders to Jingwei Hengtong and the use of the proceeds from such transfer
        to repay the loan. This agreement is for a ten year term expiring on February
        8,
        2017, subject to acceleration and extension in accordance with the terms
        therein.
 
 On
        January 17, 2003, the Financial Accounting Standards Board issued FASB
        Interpretation No. 46: Consolidation of Variable Interest Entities, an
        interpretation of ARB 51 (“FIN 46”), which was superseded by a revised
        interpretation (“FIN 46R”). These interpretations address financial reporting
        for entities over which control is achieved through a means other than voting
        rights. According to the requirements of FIN 46R, the Company has evaluated
        its
        relationships with Jingwei Communication and concluded that, Jingwei
        Communication is a “variable interest entity” for accounting purposes, and as a
        result of the contractual arrangements, which enable the Company to control
        Jingwei Communication, the Company is the primary beneficiary of Jingwei
        Communication. Accordingly, the Company adopted the provisions of FIN 46R
        and
        will consolidate Jingwei Communication.
 
 Jingwei
        Communication was established on May 8, 2001 in PRC. It has registered capital
        of RMB5,000,000 and is principally engaged in Software development and Data
        mining services in PRC. Mr. Du is the controlling stockholder of the company
        who
        holds 90% of the company’s registered capital.
 
 The
        following unaudited Pro Forma financial information presents the combined
        results of operation of the Company as if the variable interest entity
        relationship, the reverse merger and the group were in existence as of the
        beginning of fiscal years 2006 and 2007:
 
 
 **Three
                  months ended September 30**
              
              **Nine
                  months ended September 30****2007**
              
              **2006**
              
              **2007**
              
              **2006*****(Unaudited)***
              
              ***(Unaudited)***
              
              ***(Unaudited)***
              
              ***(Unaudited)***Revenue
              
              $
              5,216,601
              
              $
              4,033,822
              
              $
              16,196,579
              
              $
              10,035,338Net
                  income
              
              
              1,292,265
              
              
              1,273,650
              
              
              5,186,803
              
              
              3,424,227Basic
                  earning per share
              
              
              0.08
              
              
              0.07
              
              
              0.35
              
              
              0.25Diluted
                  earning per share
              
              
              0.08
              
              
              0.07
              
              
              0.35
              
              
              0.25




19




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


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




**NOTE
      REGARDING FORWARD-LOOKING STATEMENTS**




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




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




**Business
      Overview**




Jingwei
      is one of the leading providers of data mining and customer relationship
      marketing services in China. With a customer database of over 300 million
      Chinese consumers, Jingwei enables leading Chinese companies to reach their
      target audience. The Company’s services include market segmentation, customer
      trend and churn analysis, fraud detection and direct marketing services such
      as
      telemarketing and WVAS. The Company also operates 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 Jingwei’s higher margin data mining
      platform, and allows the Company to enhance its customer database. Jingwei
      plans
      to evolve into an integrated marketing platform with targeted outbound sales
      campaigns via mobile phone advertising, 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 the People’s Republic 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.




The
      primary geographic focus of our operations is in China, where we derive all
      of
      our revenues. We conduct our business operations through our wholly-owned
      subsidiary Jingwei HengTong and thereby through a variable interest entity
      Jingwei Communications. Both companies are registered in the People’s Republic
      of China.




We
      raised
      $16.975 million through a private placement in May 2007. The proceeds of the
      private placement is been used to purchase equipment for storage and maintenance
      of our data, purchase of new data and working capital. With the injection of
      this capital, Jingwei expects to realize its business strategy and become a
      leading provider of data mining services in China.




Jingwei
      believes its future growth is in the broad adoption of its data mining service
      across various business segments. In order to cement its leadership position
      in
      data mining, we will need to enhance our data mining infrastructure such as
      hardware and software tools as well as our data center. In addition, we will
      continue to acquire more consumer data that will help strengthen our data mining
      business.




*How
      the Company Generates Revenue*




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




20




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




The
      Company owns and manages a database containing detailed biographical,
      demographic and purchasing information on over 300 million Chinese consumers.
      The Company believes its database is the largest in China, and that it would
      be
      difficult for competitors to duplicate. The breadth of Jingwei’s database
      affords it the ability to conduct a wide range of data mining processes. Once
      a
      target audience is identified through data mining analysis, the Company assists
      its customers in the promotion and marketing of new products and services
      through telemarketing, direct marketing and WVAS. The Company shares in the
      revenues derived from consumer purchases resulting from its marketing and
      promotion activities. Within its data mining services operations, the Company
      also offers telecom providers a vast range of WVAS. Unlike its competitors
      who
      use telecom providers’ networks simply as a distribution channel, the Company
      creates and manages WVAS for telecom providers to offer to their customers
      under
      their own brands.




*Trends
      in the Company’s Business*




Jingwei’s
      business has grown rapidly since inception and the Company anticipates that
      its
      business will continue to grow at a rapid pace in the next three to five years.
      Jingwei expects this growth will be driven by the broad adoption of our data
      mining services outside of the telecommunications sector, geographic expansion
      and the introduction of new products and services as well as entry into digital
      media space. In 2007, we expect to generate over 50% of our revenues from
      customers outside of the telecommunications industry, in industries such as
      real
      estate, entertainment, consumer electronics and financial services. To implement
      its business growth strategy, Jingwei currently has approximately 250 employees
      and plans to increase the total number of employees to 350 by the end of the
      year.




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




In
      addition, we have been positioning to expand into the digital media space
      through its capability in mobile advertising delivery and its exclusive mobile
      advertising contracts with the mobile operators. Revenues are anticipated to
      be
      realized in the second half of 2007. Jingwei’s digital media offerings include
      WAP (Wireless Application Protocol) Push advertising, SMS ( Short Message
      Service) advertising, Location based advertising, and outdoor digital screen
      advertising media. We have started to implement WAP Push and SMS advertising
      and
      starting to realize revenues from these services. We are starting to realize
      revenue from third quarter onward. We are in the process of working on a
      cooperation arrangement to provide location base advertising and outdoor digital
      media marketing services.




To
      further our growth strategy, we have opened five new branch offices in 2007
      in
      Tianjin, Shandong, Tiangsu, Guizhou and Shenzen. We have opened the five
      additional branches to accommodate the growing sales activities in these cities.
      These branch offices mainly provide regional services support which provides
      quick response to service calls. In particular, the Shenzhen branch office
      was
      established to support our implementation of IPTV and digital TV with Huawei,
      and the Beijing office was established to bring our sales and service support
      people closer to the headquarters of China Unicom and China Mobile. The three
      other new branches provide similar functions.




*Business
      Update*




In
      third
      quarter of 2007, the Company continues to experienced strong demands for its
      Data Mining and Data Marketing services in both telecom and other sectors.
      Software revenues also came in strong.




Jingwei
      anticipates that its business will continue to grow at a rapid pace in the
      next
      three to five years, and anticipates that its growth will be driven by the
      broad
      adoption of its data mining services outside of the telecom sector and
      transition into digital media space. The Company has several initiatives in
      place to drive future growth, specifically:




Adoption
      of data mining outside of the telecom sector: The company has started to provide
      data marketing services for targeted advertising through mobile handsets for
      the
      real estate, utility, fashion, financials, retail and other sectors.




21




Transition
      into digital media: Company has started provide digital advertising with the
      exclusive contract with China Unicom to advertise through SMS and Push WAP
      on
      the handset to its 170 million mobile subscribers. The company also working
      with
      China Mobile to provide similar advertising services to its users. In addition,
      the company initiated a R&D program with Qinghua university in Beijing to
      build a mobile advertising platform which will enable its customers to create
      and manage their advertising contents and monitor results.




Other
      growth initiatives: Jingwei constructed and now operates an on-line shopping
      portal site for China Unicom, which was launched in July 2007.




Other
      growth initiatives: Jingwei enhanced the consumer database to support an
      additional 100 million names, bringing its capacity to 300 million consumer
      accounts.




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




**Results
      of Operations**




**Three
      and Nine months Ended September 30, 2007**




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




The
      Company continues to leverage its proprietary database to help customers promote
      and market new product offerings directly to end users as well as increase
      business activities in data mining services for China mobile and banking sector.
      During the third quarter, Jingwei continue to execute its data marketing
      contract to market and promote Kangka brand mobile handsets, missed call
      notification and subscriber acquisition campaigns for China Mobile and China
      Unicom. Additional two cities were added for IPTV and DTV implementation. In
      additional, Jingwei has started generating revenues from mobile advertising
      through mobile handsets for the retail, banking and real estate markets.




Revenues.
      Revenues increased to $5.22 million and $15.10 million for the three months
      and nine months ended September 30, 2007. Data mining revenue was $2.09
      million in third quarter 2007 and $5.35 million for the nine months ended
      September 30, 2007. Consumer electronic sales was $2.34 million for the three
      months ended September 30, 2007 and $7.43 million for the nine months ended
      September 30, 2007. Software services revenues was $0.89 million for the third
      quarter 2007 and $2.42 million in the nine months ended September 30, 2007.




Gross
      Profit. For the three and nine months ended September 30, 2007, gross profit
      was
      $2.40 million and $6.41 million respectively.




Selling,
      General and Administrative Expense. For the three months and nine months ended
      September 30, 2007, selling, general and administrative expenses were $0.52
      million and $0.98 million respectively.




Income
      from Operations and Other Income Income from operations and other income for
      the
      third quarter of 2007 was $1.78 million and for the nine months ended September
      30, 2007 was $5.27 million.




**Critical
      Accounting Policies and Estimates**




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




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




22




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




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




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




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




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




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




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




***Foreign
      Currency Translation.*** The
      functional currency of the Company is the renminbi (“RMB”) which is not freely
      convertible into foreign currencies. The Company maintains its financial
      statements in the functional currency. Monetary assets and liabilities
      denominated in currencies other than the functional currency are translated
      into
      the functional currency at rates of exchange prevailing at the balance sheet
      date. Transactions denominated in currencies other than the functional currency
      are translated into the functional currency at the exchanges rates prevailing
      at
      the date of the transaction. Exchange gains or losses arising from foreign
      currency transactions are included in the determination of net income for the
      respective periods.




For
      financial reporting purposes, the financial statements of the Company which
      are
      prepared using the functional currency have been translated into U.S. dollars.
      Assets and liabilities are translated at the exchange rates at the balance
      sheet
      date and revenue and expenses are translated at the average exchange rates
      and
      stockholders’ equity is translated at historical exchange rates. Any translation
      adjustments resulting are not included in determining net income but are
      included in foreign currency translation adjustment of other comprehensive
      income, a component of stockholders’ equity. There is no significant fluctuation
      in exchange rate for the conversion of RMB to U.S. dollars after the balance
      sheet date.


23


**Liquidity
      and Capital Resources**




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




*Nine
                Months Ended September 30,**2007*
            
            
            *2006*Net
                cash flows used in operating activities
            
            $
            (689
            )
            $
            (1)Net
                cash flows used in investing activities
            
            
            (2,118
            )Net
                cash flows provided by financing activities
            
            
            14,906
            
            
            10Effect
                of foreign currency translation on cash and cash
                equivalents
            
            
            451Net
                increase in cash and cash equivalents
            
            $
            12,550
            
            $
            9Cash
                and cash equivalents - beginning of year
            
            $
            409Cash
                and cash equivalents - end of year
            
            $
            12,959
            
            $
            9




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




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




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




Cash
      provided by operating activities primarily consists of net income adjusted
      for
      certain non-cash items and the effect of changes in working capital and other
      activities. Cash used by operating activities for the year ended September
      30,
      2007 was $688,978 and consisted of net income of $4,425,192, adjustments of
      non-cash items of $160,665 and decrease in working capital and other activities
      of $5,274,835. Changes in working capital and other activities primarily
      consisted of an increase of accounts receivable of $3,336,306 which was mostly
      from the mobile phone sales.




Cash
      used
      by investing activities for the nine months ended September 30, 2007 was
      $2,118,273 attributable to the capitalization of customer database
      purchased.




Cash
      provided by financing activities for the nine month was $14,906,663, which
      included $15,071,030 in net proceeds from the private placement.




**Effect
      of Recent Accounting Pronouncements**




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




In
      July
      2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes.” This
      interpretation requires that the Company recognizes in its financial statements,
      the impact of a tax position, if that position is more likely than not of being
      sustained on audit, based on the technical merits of the position. The
      provisions of FIN 48 became effective as of January 1, 2007, with the cumulative
      effect of the change in accounting principle recorded as an adjustment to
      opening retained earnings. The Company does not believe that the application
      of
      FIN 48 will have a material effect on its financial position, cash flows and
      results of operations.




24




In
      September 2006, the FASB issued SFAS No. 157 “Fair Value Measurement.” SFAS 157
      defines fair value, establishes a framework for measuring fair value and expands
      disclosures about fair value measurements. This Statement will become effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. Currently, the Company
      is
      evaluating the impact of adopting SFAS 157 on its consolidated financial
      position, cash flows and results of operations.




In
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities
      to choose to measure many financial instruments and certain other items at
      fair
      value that are not currently required to be measured at fair value. The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. SFAS No. 159 also establishes presentation and disclosure
      requirements designed to facilitate comparisons between entities that choose
      different measurement attributes for similar types of assets and liabilities.
      SFAS No. 159 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007 and will become effective for the Company
      beginning with the first quarter of 2008. The Company has not yet determined
      the
      impact of the adoption of SFAS No. 159 on its financial statements and footnote
      disclosures.




**Off-Balance
      Sheet Arrangements**




We
      do not
      have any off-balance sheet arrangements.




25




**RISK
      FACTORS**




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




***Risks
      Related to Our Business***




**We
      have a limited operating history.**




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




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




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




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




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




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




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




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




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




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




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




26




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




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




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




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




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




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




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




**International
      operations require significant management attention.**




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




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




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




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




·
            potentially
                uncertain or adverse tax
                consequences.




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




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




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




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




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




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




27




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




28




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




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




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




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




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




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




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




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




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




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




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




29




·
            levying
                fines;




·
            confiscating
                income;




·
            revoking
                licenses;




·
            shutting
                down servers or blocking websites;




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




·
            requiring
                the discontinuance of WVAS
                businesses.




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




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




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




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




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




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




As
      we did
      not timely file or have declared effective a registration statement to register
      for resale shares from our recent offering, we could be required to pay
      liquidated damages. We entered into a Registration Rights Agreement at the
      time
      of closing of the May 2007 private placement (the “Offering”) Under the
      Registration Rights Agreement, we were obligated to file a registration
      statement providing for the resale of all or a portion of the shares included
      in
      the Units and all, or a portion of the Shares underlying the Warrants included
      in the Units within 60 calendar days after the closing of the Offering and
      use
      our best efforts to have it declared effective within 120 calendar days of
      the
      closing of the Offering. As we have not met these timelines, we may be required
      to pay liquidated damages in the amount of 1% of the purchase price of the
      securities being registered, per month, subject to a maximum limit of
      10%.




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




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




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




**Item
      3. Controls and Procedures**




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




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




30




**Part
      II. OTHER INFORMATION**




**Item
      1. Legal Proceedings**




Not
      applicable.




**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 third quarter ended
      September 30, 2007.




**Item
      5. Other Information**




None.




**Item
      9. Exhibits**




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




Exhibit
              No.
            
            Description31.1
            
            Certification
              of the Chief Executive Officer (Principal Executive Officer) pursuant
              to
              Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            
            Certification of the Chief Financial
              Officer
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
            
            Certifications of the Chief Executive
              Officer
              (Principal Executive Officer) and the Chief Financial Officer pursuant
              to
              Section906
              of the Sarbanes-Oxley Act of 2002.




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, 2007




JINGWEI
              INTERNATIONAL LIMITEDBy:
            /s/ Regis KwongName: Regis Kwong
              Title: Chief Executive Officer
              (Principal Executive Officer)




JINGWEI
              INTERNATIONAL LIMITEDBy:
            /s/ James MuName:
                James Mu
                Title:
                  Chief Financial Officer
                (Principal
                  Accounting and FinancialOfficer)




32