6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the Month ofMay 2007

KONGZHONG CORPORATION

(Translation of registrant’s name into English)

35/F, Tengda Plaza, No. 168 Xizhimenwai Street

Beijing, China 100044

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F x Form 40-F o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes oNo x

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-____________.)

EXHIBITS

Exhibit Number
1.1	Press Release, datedMay 21, 2007

FORWARD-LOOKING STATEMENTS

The Press Releases of KongZhong Corporation (the “Company”), constituting Exhibits 1.1 and 1.2 to this Form 6-K, contain statements that may be viewed as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Such forward-looking statements are, by their nature, subject to significant risks and uncertainties that may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Such forward-looking statements include, without limitation, statements that are not historical fact relating to the continued growth of the telecommunications industry in China, the development of the regulatory environment, and the Company’s ability to successfully execute its business strategies.

Such forward-looking statements reflect the current views of the Company with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, any changes in the regulatory policies of the Ministry of Information Industry and other relevant government authorities; any changes in telecommunications and related technology and applications based on such technology; and changes in political, economic, legal and social conditions in China, including the Chinese government’s policies with respect to economic growth, foreign exchange, foreign investment and entry by foreign companies into China’s telecommunications market. Please also see the “Risk Factors” section of the Company’s registration statement on Form F-1 (File No. 333-116172), as filed with the Securities and Exchange Commission.

SIGNATURES

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

KONGZHONG CORPORATION

Date: May 22, 2007

By:	/s/ Yunfan Zhou
Name:	Yunfan Zhou
Title:	Chief Executive Officer

EX-1.1

KongZhong Corporation Reports Unaudited First Quarter 2007 Financial Results

Beijing, China, May 21, 2007 - KongZhong Corporation (NASDAQ: KONG), a leading provider of wireless value-added services and the operator of a leading wireless Internet portal in China, today announced its unaudited first quarter 2007 financial results.

First Quarter 2007 Financial Highlights:

l   Total revenues were $20.13 million, in line with the Company’s first quarter revenue guidance of $20 million to $21 million.

l   Total mobile advertising revenues increased 12% sequentially to $116,000.

l   US GAAP net income was $1.56 million. Diluted earnings per ADS were $0.04.

l   Non-GAAP net income was $2.13 million. Non-GAAP diluted earnings per ADS were $0.06. Non-GAAP Financial Measures are described and reconciled to the corresponding GAAP measures in the section titled “Non-GAAP Financial Measures”.

Commenting on the results, Yunfan Zhou, Chairman and Chief Executive Officer, said, “The first quarter was a challenging quarter for us given the tough WVAS operating environment, and we expect that the tough operating environment is likely to continue for some time. Our total revenues were in line with the guidance. We are happy that we achieved double-digit quarter-over-quarter growth in mobile advertising revenue. We believe we are making good progress in our wireless Internet business.”

Business Highlights:

l   On May 15, 2007, CNNIC (“China Internet Network Information Center”) released its first-ever China “WAP report”. The Company’s wireless Internet portal, Kong.net, is ranked as one of the top 10 most-frequently-visited WAP sites (no specific ranking positions were released). The “China WAP report” states that as of March 31, 2007, China’s active WAP user population reached 39 million and number of independent WAP domain names reached 65,000.

l   On March 16, 2007, the Company launched its new wireless Internet community site Ko.cn. Users can register at Ko.cn to get their own virtual space with features including a personalized domain name, friend system, chat room, photo album, blog, and more. The Company subsequently started two major marketing campaigns to promote the community site, namely the “Guangdong University Supergirl” contest and the “Cellphone Photography” contest. Both contests have been carried out on Ko.cn. The Company expects that the synergy between its existing wireless Internet portal Kong.net and the community site Ko.cn will increase the stickiness of the sites and drive traffic.

l   The Company has developed a Java-based mobile on-line game “Reincarnation On-Line”. The Company expects to complete the internal closed beta testing of this MMORPG by the end of May and start open beta testing in June.

Financial Results:

(Note: Unless otherwise stated, all financial statement amounts used in this press release are based on US GAAP and denominated in US dollars.)

Revenues

Total revenues for the first quarter decreased 28% from the same quarter of 2006 and decreased 15% sequentially to $20.13 million. Revenues from 2.5G services accounted for approximately 46% of total WVAS revenues and revenues from 2G services represented the remaining 54%.

Revenues from 2.5G services, which include services delivered using wireless application protocol (WAP), multimedia messaging service (MMS), and Java technologies, decreased 48% from the same period in 2006 but increased 1% sequentially to $9.22 million. WAP revenues in the first quarter of 2007 were $4.40 million, a decrease of 50% from the same quarter of 2006 and a decrease of 9% sequentially. MMS revenues in the first quarter of 2007 were $4.13 million, a decrease of 48% from the same period of 2006, but an increase of 4% sequentially. Java revenues in the first quarter were $0.69 million, a 39% decrease from the same quarter of 2006 and a 99% increase sequentially, mainly due to the cooperation with China Mobile on a premium games channel launched on Monternet starting from December 2006.

Revenues from 2G services, including short messaging service (SMS), interactive voice response (IVR), and color ring back tone (CRBT), grew 8% year-over-year but decreased 25% sequentially to $10.78 million in the first quarter of 2007. The sequential decrease of 2G revenue was primarily due to the continuing effect of the policy change introduced by China Unicom, China Telecom and China Netcom starting from the fourth quarter of 2006 requiring users to confirm new subscriptions twice. SMS revenues in the first quarter of 2007 were $8.56 million, 5% higher than the same period of 2006 but 27% lower sequentially. IVR revenues in the first quarter of 2007 were $1.02 million, a 14% decrease year-over-year and a 25% decrease sequentially. CRBT revenues grew by 81% year-over-year, but decreased 13% sequentially to $1.20 million in the first quarter of 2007.

The table below sets forth the WVAS revenues breakdown by technology platforms.

	1Q06			2Q06			3Q06			4Q06			1Q07
2.5G:		64	%		46	%		44	%		39	%		46	%
WAP		32	%		22	%		23	%		21	%		22	%
MMS		28	%		22	%		19	%		17	%		21	%
Java		4	%		2	%		2	%		1	%		3	%
2G:		36	%		54	%		56	%		61	%		54	%
SMS		29	%		42	%		43	%		49	%		43	%
IVR		4	%		7	%		7	%		6	%		5	%
CRBT and others		3	%		5	%		6	%		6	%		6	%
Total		100	%		100	%		100	%		100	%		100	%

The aggregate revenues from China Unicom, China Telecom and China Netcom accounted for approximately 24% of the total first quarter revenues. This was consistent with the relative market positions of the four major telecommunications operators in the PRC mobile industry.

Total mobile advertising revenues, which were mainly generated from KongZhong’s wireless Internet portal Kong.net, increased 12% sequentially to $116,000 in the first quarter of 2007.

Expenses

The cost of revenues in the first quarter of 2007 totaled $9.39 million, a decrease of 20% from the first quarter of 2006 and a decrease of 19% sequentially, largely as a result of the decreased revenues derived from the users of China Unicom, China Telecom and China Netcom. Gross margin in the first quarter of 2007 increased slightly to 53% compared to 51% in the fourth quarter of 2006.

Total operating expenses in the first quarter of 2007 were $9.83 million, an increase of 6% year-over-year and 13% sequentially. Product development expenses increased by 22% sequentially and represented 16% of revenues. General and administrative expenses increased by 15% sequentially and represented 11% of revenues. Sales and marketing expenses increased by 6% sequentially and represented 22% of revenues. The increase in operating expenses was primarily due to an increase in non-cash share-based compensation expenses and increased marketing activities.

Expenses related to the Company’s wireless Internet sites were $2.63 million, which included $1.46 million in marketing and advertising expenses.

The Company recorded $0.57 million in non-cash share-based compensation expenses in the first quarter, compared to $0.30 million in the fourth quarter of 2006. The Company’s total headcount declined from 798 as of Dec 31, 2006 to 777 as of Mar 31, 2007.

Earnings

US GAAP net income totaled $1.56 million in the first quarter of 2007, a decrease of 82% from the same period of last year and a 57% decrease sequentially. Diluted US GAAP earnings per ADS were $0.04 for the first quarter.

Non-GAAP income in the first quarter of 2007 was $2.13 million, a 73% decrease from the same period in 2006 and a 49% decrease from the previous quarter. Diluted Non-GAAP earnings per ADS were $0.06.

Balance Sheet and Cash Flow

At the end of the quarter, the Company had $115.36 million in cash and cash equivalents. Cash flow from operating activities totaled $0.15 million in the first quarter of 2007.

Business Outlook:

China Unicom informed all its wireless value-added service providers in April 2007 that the existing 2006 cooperation agreements will be extended for one quarter to June 30 2007. As such, the service fees it charges to service providers, including KongZhong, will remain unchanged at 20% of gross revenues derived from China Unicom users in the second quarter of 2007. The Company expects to renew its cooperation agreement with China Unicom in June 2007.

The Company noted that beginning in May, China Mobile started to display a reminder of GPRS fees to WAP users when they try to browse a WAP page. In addition, China Mobile started to promote only its own WVAS products on the embedded menus of handsets customized for China Mobile pursuant to strategic alliances between China Mobile and selected handset manufacturers. In the past, such embedded menus promoted all best-selling WVAS products on Monternet, including many of KongZhong’s products. The Company expects the above two actions by China Mobile to have a significantly adverse impact upon WAP revenues.

As a result of the impact of above-mentioned actions and the continuing impact of policy changes introduced by telecommunications operators, and based on information available on May 21, 2007, the Company expects total revenues for the second quarter of 2007 to be between $16 million and $18 million.

Change in Personnel:

The Company’s Senior VP, Kingchuen (Jillian) Wong, responsible for corporate development and investor relations, will resign from the Company to pursue other personal interests, effective June 30, 2007.

Commenting on this, Yunfan Zhou said, “Jillian has made significant contributions to the Company for the past three years. We really appreciate it and wish her all the best in her future career.”

Conference Call:

The Company’s management team will conduct a conference call at 8:30 am Beijing time on May 22, (8:30 pm Eastern time and 5:30 pm Pacific time on May 21, 2007). A webcast of this conference call will be accessible on the Company’s web site at http://ir.kongzhong.com.

KongZhong Corporation

Condensed Consolidated Statements of Income

(US$ thousands, except percentages, per share data, and share count)

(Unaudited)

	For the Three Months Ended Mar. 31, 2006 (Note 1)			For the Three Months Ended Dec. 31, 2006 (Note 2)			For the Three Months Ended Mar. 31, 2007 (Note 3)
Revenues	$	27,907		$	23,712		$	20,127
Cost of revenues		11,749			11,579			9,386
Gross profit		16,158			12,133			10,741
Operating expense
Product development		3,241			2,629			3ô204
Sales & marketing		3,361			4,151			4,401
General & administrative		2,630			1,927			2,221
Subtotal		9,232			8,707			9,826
Operating income		6,926			3,426			915
Non-operating expense (income)
Interest expense (income)		(885	)		(1,031	)		(1,024	)
Investment loss (income)		(1,241	)		-			(208	)
Other expense (income)		26			11			0
Subtotal		(2,100	)		(1,020	)		(1,232	)
Income before tax expense		9,026			4,446			2,147
Income tax expense		417			782			585
Net income	$	8,609		$	3,664		$	1,562
Basic earnings per ADS	$	0.25		$	0.10		$	0.04
Diluted earnings per ADS	$	0.24		$	0.10		$	0.04
Margin Analysis:
Gross margin		58	%		51	%		53	%
Operating margin		25	%		14	%		5	%
Net margin		31	%		15	%		8	%
Additional Data:
2.5G revenue	$	17,880		$	9,167		$	9,223
2G revenue	$	9,999		$	14,387		$	10,776
ADS outstanding (million)		34.65			35.28			35.58
ADS used in diluted EPS calculation (million)		35.63			35.71			35.77

Note 1: The conversion of Renminbi (RMB) into US dollar (USD) for the first quarter of 2006 is based on the weighted average rate of USD 1.00=RMB 8.0511 (The exchange rate quoted by the People’s Bank of China).

Note 2: The conversion of Renminbi (RMB) into US dollar (USD) for the fourth quarter of 2006 is based on the weighted average rate of USD 1.00=RMB 7.8641 (The exchange rate quoted by the People’s Bank of China).

Note 3: The conversion of Renminbi (RMB) into US dollar (USD) for the first quarter of 2007 is based on the weighted average rate of USD 1.00=RMB 7.7620 (The exchange rate quoted by the People’s Bank of China).

KongZhong Corporation

Condensed Consolidated Statements of Cash Flows(US$ thousands)

(Unaudited)

	For the 3 Months Ended Mar. 31, 2006 (Note 1)			For the 3 Months Ended Mar. 31, 2007 (Note 2)
Cash Flows From Operating Activities
Net Income	$	8,609		$	1,562
Adjustments
Amortization of deferred stock compensation		348			569
Depreciation and amortization		764			692
Disposal of property and equipment
Gain on sales of investment		(1,241	)		(208	)
Changes in operating assets and liabilities		(4,299	)		(2,466	)
Net Cash Provided by Operating Activities		4,181			149
Cash Flows From Investing Activities
Proceeds from sales of investment		1,741			208
Purchase of property and equipment		(600	)		(381	)
Acquisition of subsidiaries		(6,091	)		(17,000	)
Net Cash Used in Investing Activities		(4,950	)		(17,173	)
Cash Flows From Financing Activities
Exercised employee share options		338			125
Increase (decrease) in minority interest		-			-
Net Cash Provided by Financing Activities		338			125
Foreign Currency Translation Adjustments		325			859
Net increase in Cash and Cash Equivalents		($106	)		($16,040	)
Cash and Cash Equivalents, Beginning of Year	$	117,142		$	131,402
Cash and Cash Equivalents, End of Year	$	117,036		$	115,362

Note 1: The conversion of Renminbi (RMB) into US dollar (USD) for the first quarter of 2006 is based on the weighted average rate of USD 1.00=RMB 8.0511 (The exchange rate quoted by the People’s Bank of China).

Note 2: The conversion of Renminbi (RMB) into US dollar (USD) for the first quarter of 2007 is based on the weighted average rate of USD 1.00=RMB 7.7620 (The exchange rate quoted by the People’s Bank of China).

KongZhong Corporation

Condensed Consolidated Balance Sheets

(US$ thousands)

(Unaudited)

	Mar. 31, 2006 (Note 1)		Dec.31,2006 (Note 2)		Mar. 31, 2007 (Note 3)
Cash and cash equivalents	$	117,036	$	131,402	$	115,362
Accounts receivable (net)		15,106		11,569		14,234
Other current assets		6,215		2,375		2,567
Total current assets		138,357		145,346		132,163
Rental deposits		482		461		449
Intangible assets		2,394		1,997		1,809
Property and equipment (net)		3,031		3,101		3,128
Long-term investment		-		-		-
Goodwill		4,434		15,836		32,987
Total assets	$	148,698	$	166,741	$	170,536
Accounts payable	$	5,189	$	6,013	$	6,428
Other current liabilities		9,960		4,951		4,903
Total current liabilities		15,149		10,964		11,331
Minority interest		24		-		-
Total liabilities		15,173		10,964		11,331
Shareholders’ equity		133,525		155,777		159,205
Total liabilities & shareholders’ equity	$	148,698	$	166,741	$	170,536

Note 1: The conversion of Renminbi (RMB) into US dollar (USD) is based on the exchange rate of March 31, 2006 USD1.00=RMB 8.0170. (The exchange rate quoted by the People’s Bank of China).

Note 2: The conversion of Renminbi (RMB) into US dollar (USD) is based on the exchange rate of December 31, 2006 USD1.00=RMB 7.8087. (The exchange rate quoted by the People’s Bank of China).

Note 3: The conversion of Renminbi (RMB) into US dollar (USD) is based on the exchange rate of March 31, 2007 USD1.00=RMB 7.7342 . (The exchange rate quoted by the People’s Bank of China).

Non-GAAP Financial Measures

To supplement the unaudited condensed statements of income presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"), the Company uses non-GAAP financial measures (“Non-GAAP Financial Measures”) of net income and net income per diluted ADS, which are adjusted from results based on GAAP to exclude certain infrequent or unusual or non-cash based expenses, gains and losses. The Non-GAAP Financial Measures are provided as additional information to help both management and investors compare business trends among different reporting periods on a consistent and more meaningful basis and enhance investors’ overall understanding of the Company's current financial performance and prospects for the future.

The Non-GAAP Financial Measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. In addition, our calculation of the Non-GAAP Financial Measures may be different from the calculation used by other companies, and therefore comparability may be limited.

For the periods presented, the Company's non-GAAP net income and non-GAAP net income per diluted ADS exclude, as applicable, the amortization or write-off of intangibles, gain and loss on investment, and non-cash stock-based compensation expense.

Reconciliation of the Company's Non-GAAP Financial Measures to the GAAP financial measures is set forth below.

	For the Three Months Ended Mar. 31, 2006			For the Three Months Ended Dec. 31, 2006		For the Three Months Ended Mar. 31, 2007
GAAP Net Income	$	8,609		$	3,664	$	1,562
Gain on sale of investment		(1,241	)		-		(208	)
Non-cash share-based compensation		348			301		569
Amortization or write-off of intangibles		159			230		206
Non-GAAP Net Income	$	7,875		$	4,195	$	2,129
Non-GAAP diluted net income per ADS	$	0.22		$	0.12	$	0.06

About KongZhong:

KongZhong Corporation is a leading provider of wireless value added services and the operator of a leading wireless Internet portal in China. The Company delivers wireless value added services to consumers in China through multiple technology platforms including wireless application protocol (WAP), multimedia messaging service (MMS), JAVA, short messaging service (SMS), interactive voice response (IVR), and color ring back tone (CRBT). The Company also operates a wireless Internet portal, Kong.net, which enables users to access media and entertainment content directly from their mobile phones.

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, without limitation, statements regarding trends in the wireless value-added services, wireless Internet and mobile advertising industries and our future results of operations, financial condition and business prospects. Although such statements are based on our own information and information from other sources we believe to be reliable, you should not place undue reliance on them. These statements involve risks and uncertainties, and actual market trends and our results may differ materially from those expressed or implied in these forward looking statements for a variety of reasons. Potential risks and uncertainties include, but are not limited to, continued competitive pressure in China’s wireless value added services, wireless Internet and mobile advertising industries and the effect of such pressure on prices; unpredictable changes in technology, consumer demand and usage preferences in this market; the state of and any change in our relationship with China’s telecommunications operators; our dependence on the billing systems of telecommunications operators for our performance; changes in the regulations or policies of the Ministry of Information Industry and other relevant government authorities; and changes in political, economic, legal and social conditions in China, including the Chinese government’s policies with respect to economic growth, foreign exchange, foreign investment and entry by foreign companies into China’s telecommunications market. For additional discussion of these risks and uncertainties and other factors, please see the documents we file from time to time with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statements, which apply only as of the date of this press release.

KongZhong Contacts

Investor Contact:	Media Contact:
Sam Sun	Xiaohu Wang
Chief Financial Officer	Manager
Tel.:+86 10 8857 6000	Tel:+86 10 8857 6000
Fax:+86 10 8857 5891	Fax:+86 10 8857 5900
E-mail :ir@kongzhong.com	E-mail:xiaohu@kongzhong.com