ADDITIONAL INFORMATION REGARDING

OUR DECEMBER 2007 PRIVATE PLACEMENT

EXEMPTION FROM REGISTRATION.

As described under “Prospectus Summary - Our December 2007 Private Placement”, we issued securities in connection with our private placement in accordance with and in reliance upon the exemption from securities registration afforded by Regulation D, Rule 506 promulgated by the Securities and Exchange Commission (the “SEC” or the “Commission”).

PURCHASE PRICE.

Our securities were offered at a price of $1,000 for each $1,000 of principal amount of Notes and related Warrants to be purchased by such Buyer at the Closing.

NUMBER OF SHARES BEING REGISTERED IN CONNECTION WITH THE SECURITIES PURCHASE AGREEMENT.

The Securities Purchase Agreement required our company to file with the Commission a registration statement registering the Shares issued in connection with the private placement (the “Registrable Securities”) for unrestricted distribution and public resale by the holders of such Registrable Securities, namely a total of 3,590,822 Shares of common stock, including 1,154,958 for Shares underlying the Warrants.

WARRANTS ISSUED IN CONNECTION WITH THE SECURITIES PURCHASE AGREEMENT.

The investors who were issued Warrants are granted the right to purchase in the aggregate up to a maximum additional 1,154,958 Shares, subject to adjustment due to dividends and changes in our capital stock structure. The Warrant entitles its holder to one Share upon exercise. The Warrants may be exercised at any time on or after the initial exercise eligibility date of May 13, 2008, but not after 11:59 p.m., New York time, on the expiration date of May 13, 2013, at an exercise price of $13.51 per share.

SENIOR CONVERTIBLE NOTES ISSUED IN CONNECTION WITH THE SECURITIES PURCHASE AGREEMENT.

The Notes bear initial interest at 3% per annum which begins accruing on the issuance date and shall be computed on the basis of a 360-day year and twelve 30-day months. They will be payable in arrears semiannually on January 15 and July 15 of each year (each, an “Interest Date”), with the first interest date being January 15, 2008. The interest rate shall increase each year as specified in the Notes from 3% on the first year, to 5% on the second year, 7% on the third year, and 10% on both the fourth and fifth year, all of which are payable semi-annually in cash or Shares, par value $.001 per share. The Notes have a five year term through December 12, 2012, and are convertible into Shares, subject to customary anti-dilution adjustments. The initial conversion price was $12.47. On May 7, 2009, the conversion price was adjusted and reset to $4.2511 per share. The Company may redeem the Notes at 100% of the principal amount, plus any accrued interest, beginning December 13, 2008, provided the market price of the Common Stock is at least 150% of the then applicable conversion price for 30 consecutive trading days prior to the redemption.

INDEMNIFICATION.

We have agreed to indemnify the Selling Shareholders from all liability and losses resulting from any misrepresentations or breaches made by our company in connection with the Securities Purchase Agreement, other related agreements, or the registration statement. The Selling Shareholders have agreed to indemnify us from all liability and losses resulting from any misrepresentations furnished by such selling shareholder in writing to us specifically for use in such registration statement or prospectus to the extent of the net proceeds actually received by the selling shareholder from the sale of Registrable Securities.

MANDATORY REGISTRATION—the following registration requirements are included in the Registration Rights Agreement entered into by and among the Company and the investors in our December 2007 Private Placement (the “Registration Rights Agreement”) which required the Company to file the registration statement of which this prospectus is a part.

a. Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Initial Filing Deadline (as defined in the Registration Rights Agreement), file with the SEC the Initial Registration Statement (as defined in the Registration Rights Agreement) on Form S-3 covering the resale of at least the number of Shares equal to the Initial Required Registration Amount determined as of date the Registration Statement is initially filed with the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another form reasonably acceptable to the Required Holders (as defined in the Registration Rights Agreement) . The Initial Registration Statement prepared pursuant hereto shall register for resale that number of Shares equal to the Initial Required Registration Amount determined as of the date such Initial Registration Statement is initially filed with the SEC. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline (as defined in the Registration Rights Agreement). By 9:30 a.m. New York time on the Business Day following the Initial Effective Date (as defined in the Registration Rights Agreement), the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

b. Additional Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline (as defined in the Registration Rights Agreement), file with the SEC a Registration Statement on Form S-3 covering the resale of all of the Additional Registrable Securities (as defined in the Registration Rights Agreement) not previously registered on an Additional Registration Statement (as defined in the Registration Rights Agreement) hereunder. To the extent the staff of the SEC does not permit the Additional Required Registration Amount (as defined in the Registration Rights Agreement) to be registered on an Additional Registration Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount (as defined in the Registration Rights Agreement) has been registered with the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on a form reasonably acceptable to the Required Holders. Each Additional Registration Statement prepared pursuant hereto shall register for resale that number of Shares equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the SEC. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

Payments Made in Connection with Our December 2007 Private Placement of Notes and Warrants

Placement Fee Paid	Amount of Payment Made ($)
Merriman Curhan Ford & Co.—payments made		2,473,500	(1)
Jian Ke—payments made		1,889,500	(2)
Net proceeds to the issuer from the sale of the Notes	$	51,240,482.58	(3)
The total possible payments to all selling security holders and any of their affiliates in the first year following the sale of the Notes.	$	1,200,000

A commission of $2,800,000, or 7% of the total proceeds received by the Company in the sale of the Notes and Warrants (the “Private Placement”), was paid in cash by the Company to Merriman Curhan Ford & Co. and Jian Ke at the closing of the financing as a commission for acting as financial agents to the Company in the convertible note transaction. This cash commission was split between the financial agents with approximately 60% of the commission, or $1,692,000, being paid to Merriman Curhan Ford & Co. and 40% of the commission, or $1,108,000, being paid to Jian Ke.

(1) This dollar amount includes 75,000 Shares of the Company’s common stock issued to each of Merriman Curhan Ford & Co. and Jian Ke as a commission for acting as a financial agent to the Company in the Private Placement for which the initial Form S-1 was filed. The Shares are valued at $781,500, which was determined by multiplying the 41,629 Shares of the Company’s common stock issued to Merriman Curhan Ford & Co., by $10.42, the average high and low sale price of the Company’s common stock quoted on the American Stock Exchange on December 13, 2007, the date the Private Placement closed. The remaining $1,692,000 of the commission paid to Merriman Curhan Ford & Co. was paid in cash.

(2) This dollar amount includes 75,000 Shares of the Company’s common stock issued to Jian Ke as a commission for acting as a financial agent to the Company in the Private Placement. The shares are valued at $781,500, which was determined by multiplying the 41,629 Shares of the Company’s common stock issued to Jian Ke, by $10.42, the average high and low sale price of the Company’s common stock quoted on the American Stock Exchange on December 13, 2007, the date the Private Placement closed. The remaining $1,108,000 of the commission paid to Jian Ke was paid in cash.

(3) This dollar amount includes $40,000,000, representing the total sale price of the convertible notes and warrants, and $15,603,482.58 representing the exercise price to be paid to the Company if all warrants issued as part of the transaction are exercised. The conversion price of the notes and exercise price of the warrants are all above the current market price. Other than interest payments, there are no other payments to be made to the Selling Shareholders or their affiliates.

EXPLANATORY NOTE

The tables and information set forth below in the remainder of this Section disclose certain information relating to transaction expenses and total proceeds that may be received by the Company under the circumstances provided. As described in more detail in each table and the related footnotes below, some of the information provided below is as of prior dates, including the date of the actual sale of the Notes and effectiveness of the initial Form S-1 registering the Warrant Shares (and the shares of common stock underlying the Notes). Additionally, some of the information is also based on calculations pertaining to prior amounts outstanding under the Notes and the prior conversion rate. You are advised that in accordance with the terms of the Notes, on May 7, 2009, the conversion price was adjusted and reset to $4.2511 per share, being the Market Price (as defined in the Notes) on such date. This adjustment was required if the conversion price exceeded the market price (as determined in accordance with the Notes) on May 7, 2009. In addition, as of September 30, 2009, approximately $36.7 million of the convertible notes had been converted, resulting in the issuance of 9,578,518 shares of our common stock. Only approximately $3.3 million of the Notes remain outstanding. As of September 30, 2009, none of the Warrants had been exercised and the exercise price of the Warrants remained at $13.51.

Total Possible Profit for Selling Shareholders from Conversion Discount for Securities Underlying Warrants and Notes

Market price per share of the securities underlying the Notes on the date of the sale of the Notes	$	10.42	(1)

Conversion price per share of the underlying securities on the date of the sale of the Notes	$	12.47	(2)

Total possible Shares underlying the Notes (assuming no interest payments and complete conversion throughout the term of the note)		3,207,699	(2)

Combined market price of the total number of shares underlying the Notes, calculated by using the market price per share on the date of the sale of the convertible notes and the total possible shares underlying the Notes	$	33,424,223.58	(1)

Total possible shares the selling security holders may receive and the combined conversion price of the total number of shares underlying the Notes calculated by using the conversion price on the date of the sale of the Notes and the total possible number of shares the selling security holders may receive	$	3,207,699 shares 40,000,006.53	(2)

Total possible discount to the market price as of the date of the sale of the Notes, calculated by subtracting the total conversion price on the date of the sale of the Notes from the combined market price of the total number of shares underlying the Notes on the date of sale	The Notes were not sold at a discount to market

(1) The average high and low sale price of the Company’s Shares quoted on the American Stock Exchange on December 13, 2007, the date the Private Placement closed.

(2) Calculated using the initial conversion price of $12.47. As described above, in accordance with the Notes and Stock Purchase Agreement, the conversion price was adjusted and reset to $4.2511, being the Market Price (as defined in the Notes) on May 7, 2009. The total number of Shares underlying the Notes listed in the table above is calculated using the initial conversion price of $12.47.

Total Profits to be Realized Resulting from Any Conversion Discounts for Securities Underlying Warrants and Notes

Market price per share of the underlying securities on the date of the sale of that other security	$	10.42(1)

Exercise price per share as of the date of the sale of Warrants to purchase Shares	$	13.51

Total possible shares to be received under the Warrants (assuming complete exercise)		1,154,958

Combined market price of the total number of underlying Shares, calculated by using the market price per share on the date of the sale of the Warrants and the total possible Shares to be received	$	12,034,662.36(1)

Total possible Shares to be received and the combined conversion price of the total number of Shares underlying Warrants calculated by using the exercise price on the date of the sale of the Warrants and the total possible number of underlying Shares	$	1,154,958 shares 15,603,482.58

Total possible discount to the market price as of the date of the sale of the Warrants, calculated by subtracting the total exercise price on the date of the sale of the Warrants from the combined market price of the total number of underlying Shares on the date	The Warrants were not sold at a discount to market

(1) The average high and low sale price of the Company’s common stock quoted on the American Stock Exchange on December 13, 2007, the date the Private Placement closed.

Gross Proceeds Paid or Payable to Issuer, Payments Made by Issuer, Net Proceeds to Issuer

Gross proceeds paid or payable to the issuer in the convertible notes transaction	$	55,603,482.58(1)

All payments that have been made or that may be required to be made by the issuer in this recent private placement	$	4,363,000

Resulting net proceeds to the issuer	$	51,240,482.58

Combined total possible profit to be realized as a result of any conversion discounts regarding the securities underlying the convertible notes and any other warrants, options, notes, or other securities of the issuer that are held by the selling security holders or any affiliates of the selling security holders	The warrants and convertible notes were not sold at a discount to market

Percentage of the total amount of all possible payments on the private placement and the total possible discount to the market price of the Shares underlying the convertible notes, divided by the net proceeds to the issuer from the sale of the convertible notes, as well as the amount of that resulting percentage averaged over the term of the convertible notes		8.5%(2)

(1) Includes $40,000,000, representing the total sale price of the convertible notes and warrants, and $15,603,482.58, representing the exercise price to be paid to the Company if all of the Warrants are exercised.

(2) This percentage is calculated by dividing the total payments ($4,363,000) plus the total other payments, by the total net proceed from the convertible note transaction ($51,240,482.58).

Prior Security Transactions with Selling Shareholders

The Company has had no prior securities transactions with any of the selling security holders, any affiliates of the selling security holders, or any person with whom any selling security holder has a contractual relationship regarding the transaction.

Number of Shares Outstanding Held by Non-affiliates and Number of Shares Being Registered

Number of Shares outstanding prior to the Notes transaction that are held by persons other than the selling security holders, affiliates of the company, and affiliates of the selling security holders			10,742,965

Number of Shares registered for resale by the selling security holders or affiliates of the selling security holders in prior registration statements			0

Number of Shares registered for resale by the selling security holders or affiliates of the selling security holders that continue to be held by the selling security holders or affiliates of the selling security holders			0

Number of Shares that have been sold in registered resale transactions by the selling security holders or affiliates of the selling security holders			0

Number of Shares registered for resale on behalf of the selling security holders or affiliates of the selling security holders in the current transaction			1,154,958(1)

(1) Pertains to the 1,154,958 Shares to be issued upon the exercise of the Warrants pursuant to the Securities Purchase Agreement for the private placement completed on December 13, 2007, while the 2,435,864 Shares underlying the Notes issued in the private placement have been withdrawn and are excluded as the Company is no longer obligated to register the 2,435,864 Shares underlying the Notes for resale.

Company’s Financial Ability to Make Payments Due With Respect to Convertible Notes Transaction

The Company has the intention, and reasonable basis to believe that it will have the financial ability, to make all payments when due with respect to the convertible notes transaction.

The Company has no information indicating any of the selling security holders hold a short position in the Company’s common stock.

Maximum Interest Payments(1)

Maximum Interest dollar amount of potential interest payments assuming no event of default to the Selling Shareholders	$	14,000,000.00	(2)

Maximum Interest dollar amount of potential interest payments assuming full term event of default to the Selling Shareholders	$	40,454,287.50	(3)

Maximum dollar amount of potential redemption payments to the Selling Shareholders	$	10,000,000.00	(4)

Maximum dollar amount of potential liquidated damages payments to the Selling Shareholders	$	426,666.67	(5)

(1) The disclosure in this table and the related footnotes assumes that the $40,000,000 original principal amount of the Notes remains outstanding. You are reminded that as of September 30, 2009, approximately $36.7 million of the convertible notes had been converted and only approximately $3.3 million of the Notes remain outstanding.

(2) Assuming that the $40,000,000 principal balance is neither repaid nor converted then the interest payments will be paid semi-annually on every January 15 and July 15 between the issuance date of December 13, 2007 and the maturity date of December 12, 2012. During the term of the notes, the interest rate increases on an annual basis effective on certain of the anniversaries of the issuance date (i.e. year 1 is 3%, year 2 is 5%, year 3 is 7%, year 4 is 10% and year 5 is 10%). Because the timing of interest dates do not coincide with the issuance date or maturity date we have calculated the interest payment amounts, which we have compounded annually, based on a 360 day year, as follows:

Payment 1: December 13, 2007-January 15, 2008 (32 days) @ 3% = $106,666.67

Payment 2: January 15, 2008-July 15, 2008 (180 days) @ 3% = $600,000.00

Payment 3: July 15, 2008-December 12, 2008 (148 days) @ 3% = $493,333.33 + December 13, 2008-January 15, 2009 (32 days) @5% = $177,777.77

Payment 4: January 15, 2009-July 15, 2009 (180 days) @ 5% = $1,000,000.00

Payment 5: July 15, 2009-December 12, 2009 (148 days) @ 5% = $822,222.22 + December 13, 2009-January 15, 2010 (32 days) @7% = $248,888.88

Payment 6: January 15, 2010-July 15, 2010 (180 days) @ 7% = $1,400,000.00

Payment 7: July 15, 2010-December 12, 2010 (148 days) @ 7% = $1,151,111.11 + December 13, 2009-January 15, 2011 (32 days) @10% = $355,555.55

Payment 8: January 15, 2011-July 15, 2011 (180 days) @ 10% = $2,000,000.00

Payment 9: July 15, 2011-January 15, 2012 (180 days) @ 10% = $2,000,000.00

Payment 10: January 15, 2012-July 15, 2012 (180 days) @ 10% = $2,000,000.00

Payment 11: July 15, 2012-December 12, 2012 (148 days) @ 10% = $1,644,444.44

Total of Payment 1 through Payment 11= $14,000,000.00

(3) If all of the notes were to go into default, a 15% default rate would take effect from the date of default until cured, if so cured. Assuming default for the entire term of the notes the total interest payments would $40,000,000*15% for 5 years compounded annually which equals $40,454,287.50.

(4) Certain Events of Default found in Section 4(a)(i)-(vi) and (ix)-(xv) permit the holder to require the Company to redeem the notes at 125% of face value. This dollar amount is calculated based on the occurrence of one of these events of default at a time when the full principal amount remains outstanding (125%*$40,000,000 = $50,000,000, $50,000,000 - $40,000,000 = $10,000,000). The dollar amount in the table above does not include any late fees that may or may not accrue on payments the Company is obligated to make. A Change of Control also permits the holder to require the Company to redeem the notes at a lesser amount, generally at a 15% pre-tax internal rate of return as of the date of Change of Control.

(5) Pursuant to Section 1(p) of the Registration Rights Agreement relating to this transaction, if the Form S-1 registration statement (No. 333-149217) is declared effective prior to June 10, 2008, no liquidated damages will accrue. If the Form S-1 is not declared effective by June 10, 2008, the Company is required to pay liquidated damages in the amount of 1% of the purchase price, or $400,000. The dollar amount in the table above is calculated based on the assumption that the Form S-1 registration statement (No. 333-149217) is not declared effective prior to June 13, 2008. We filed the required registration statement on February 13, 2008 and it was declared effective on May 7, 2008.

USE OF PROCEEDS

We are registering the Shares pursuant to the registration rights granted to the Buyers in our December 13, 2007 private placement. We will not receive any proceeds from the resale of our common stock under this offering.

We may receive proceeds from the issuance of Shares to the Buyers if they choose to exercise their Warrants through a cash exercise. If each of the Warrants is exercised through a cash exercise at an exercise price of $13.51 per share, we estimate that we may receive up to an additional $13,000,000. Any proceeds we may receive pertaining to cash exercises of the Warrants will be used for general corporate or working capital purposes, which may include, among other things, capital expenditures, repaying indebtedness, funding acquisitions and investments.

SELLING SHAREHOLDERS

The Shares being offered by the Selling Shareholders are issuable upon exercise of the Warrants. For additional information regarding the issuance of our convertible notes issued in the same transaction as the Warrants, see “Prospectus Summary – Our December 2007 Private Placement” and “Additional Information Regarding Our December 2007 Private Placement” above. We are registering the Shares in order to permit the Selling Shareholders to offer the Shares for resale from time to time. Except for the ownership of the Notes and Warrants issued pursuant to the Securities Purchase Agreement, the Selling Shareholders have not had any material relationship with us within the past three years.

The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the Shares by each of the Selling Shareholders.

This prospectus generally covers the resale of Shares issued or issuable as Warrant Shares pursuant to the terms of the Warrants as of the trading day immediately preceding the date the registration statement is initially filed with the SEC. The last two columns of the table below assume the sale of all of the Shares offered by the Selling Shareholders pursuant to this prospectus.

Under the terms of the Warrants, a selling shareholder may not exercise the Warrants to the extent such exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of Shares which would exceed 4.99% of our then outstanding Shares following such conversion, excluding for purposes of such determination Warrant Shares which have not been exercised. The number of Shares in the second column does not reflect this limitation. The Selling Shareholders may sell all, some or none of their Shares in this offering. See "Plan of Distribution."

SELLING SHAREHOLDERS

Seller (5)	Number of Shares Owned Prior to Offering		Aggregate Number of Warrant Shares Being Registered		Percentage Holding After Completion of Sale(6)			Number of Shares Owned After Offering

Capital Ventures International (1)		433,109		433,109		*			0

Hudson Bay Overseas Fund, Ltd. (2)		788,763		290,656		1.1	%		498,107

Hudson Bay Fund, LP (3)		441,659		163,495		*			278,164

Whitebox Intermarket Partners, LP (4)		115,496		115,496		*			0

Whitebox Combined Partners, LP (4)		79,215		79,215		*			0

Whitebox Hedged High Yield Partners, LP (4)		37,440		37,440		*			0

Whitebox Convertible Arbitrage Partners, LP (4)		26,867		26,867		*			0

IAM Mini-Fund 14 Limited (4)		8,680		8,680		*			0

TOTAL:		1,931,229		1,154,958		1.7	%		776,271

* indicates percentages that are below 1%.

(1) Heights Capital Management, Inc., the authorized agent of Capital Ventures International ("CVI"), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI is affiliated with one or more registered broker-dealers. CVI purchased the shares being registered hereunder in the ordinary course of business and at the time of purchase, had no agreements or understandings, directly or indirectly, with any other person to distribute such shares.

(2) Hudson Bay Overseas Fund Ltd. holds the principal amount of $2,117,500 in Notes which are convertible within 60 days into 498,107 shares of Common Stock using the current conversion price of $4.2511 per share. Sander Gerber has voting and investment power over these securities. Sander Gerber, disclaims beneficial ownership over the securities held by Hudson Bay Overseas Fund Ltd. The selling shareholder acquired the securities offered for its own account in the ordinary course of business, and at the time it acquired the securities, it had no agreements, plans or understandings, directly or indirectly to distribute the securities

(3) Hudson Bay Fund LP holds the principal amount of $1,182,500 in Notes which are convertible within 60 days into 278,164 shares of Common Stock using the current conversion price of $4.2511 per share. Sander Gerber has voting and investment power over these securities. Sander Gerber disclaims beneficial ownership over the securities held by Hudson Bay Fund LP. The selling shareholder acquired these securities offered for its own account in the ordinary course of business, and at the time it acquired the securities, it had no agreements, plans or understandings, directly or indirectly to distribute the securities.

(4) Andrew J. Redleaf is the managing member of Whitebox Advisors, LLC, being the general partner of each of Whitebox Intermarket Partners, LP, Whitebox Combined Partners, LP, Whitebox Hedged High Yield Partners, LP, Whitebox Convertible Arbitrage Partners, LP and IAM Mini-Fund 14 Limited, and has voting and investment control over the securities held by such entities.

(5) Each of the Selling Shareholders other than Whitebox Intermarket Partners, LP, Whitebox Combined Partners, LP, Whitebox Hedged High Yield Partners, LP, Whitebox Convertible Arbitrage Partners, LP and IAM Mini-Fund 14 Limited, is affiliated with a broker-dealer.

(6) All percentages are calculated based on 45,959,439 shares of Common Stock outstanding as of December 10, 2009.

PLAN OF DISTRIBUTION

We are registering the Warrant Shares to permit the resale of these Shares by the holders of the Warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Shareholders of the Shares. We will bear all fees and expenses incident to our obligation to register the Shares.

The Selling Shareholders may sell all or a portion of the Shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Shares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for paying any underwriting discounts or commissions or agent's commissions. The Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices or any combination of the foregoing. These sales may be effected in transactions, which may involve:

crosses or block transactions or other transaction;

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

transactions in the over-the-counter market;

transactions otherwise than on these exchanges or systems or in the over-the-counter market;

the writing of options, whether such options are listed on an options exchange or otherwise;

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales;

sales pursuant to Rule 144;

transactions where broker-dealers may agree with the selling securityholders to sell a specified number of such Shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

If the Selling Shareholders effect such transactions by selling Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Shareholders or commissions from purchasers of the Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Shares or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Shares in the course of hedging in positions they assume. The Selling Shareholders may also sell Shares short and deliver Shares covered by this prospectus to close out short positions and to return borrowed Shares in connection with such short sales. The Selling Shareholders may also loan or pledge Shares to broker-dealers that in turn may sell such Shares.

The Selling Shareholders may pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this prospectus. The Selling Shareholders also may transfer and donate the Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus, subject to any requirement of the SEC that we amend this prospectus to include the name of such transferee, donee, pledge or other successor-in-interest in this prospectus.

The Selling Shareholders and any broker-dealer participating in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless such Shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the Shares registered pursuant to the registration statement, of which this prospectus forms a part.

The Selling Shareholders and any other person participating in such distribution will be subject to applicable provisions of the 1934 Act and the rules and regulations thereunder, including, without limitation, Regulation M of the 1934 Act, which may limit the timing of purchases and sales of any of the Shares by the Selling Shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Shares to engage in market-making activities with respect to the Shares. All of the foregoing may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

We will pay all expenses of the registration of the Shares pursuant to the registration rights agreement, estimated to be approximately $60,000 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the Selling Shareholders will be entitled to contribution. We may be indemnified by the Selling Shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.

LEGAL MATTERS

We are being represented by Burns & Levinson LLP, Boston, Massachusetts in connection with this offering. The validity of the Shares and other legal matters in connection with this offering with respect to Nevada law have been passed upon by Dennis Brovarone, Esq.

EXPERTS

The financial statements incorporated in this prospectus by reference to our annual report on Form 10-K for the year ended December 31, 2008 have been so incorporated in reliance on the report of Moore Stephens Wurth Frazer and Torbet, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual reports, quarterly reports, current reports, proxy statements and other information with the SEC. You may read and copy any of our SEC filings at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room. Our SEC filings are also available to the public on the SEC’s web site at www.sec.gov.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information from some of our other SEC filings. This means that we can disclose information to you by referring you to those other filings, and the information incorporated by reference is considered to be part of this prospectus. In addition, some information that we file with the SEC after the date of this prospectus will automatically update, and in some cases supersede, the information contained or otherwise incorporated by reference in this prospectus. The following documents, which we filed with the Securities and Exchange Commission, are incorporated by reference in this prospectus:

(a)

Our annual report on Form 10-K for the fiscal year ended December 31, 2008 (as filed on March 10, 2009);

(b)

Our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2009 (as filed on May 11, 2009);

(c)

Our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2009 (as filed on August 10, 2009);

(d)

Our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2009 (as filed on November 9, 2009);

(e)

Our current reports on Form 8-K filed on March 12, 2009; March 20, 2009; March 26, 2009; April 8, 2009; April 8, 2009 and April 21, 2009; and

(f)

The description of our common stock contained in our registration statement on Form 8-A filed on August 7, 2008 with the SEC under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

Also incorporated by reference into this prospectus supplement and the accompanying prospectus are all documents that we may file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act either (1) after the date of filing of this registration statement, and (2) until all of the common stock to which this prospectus relates has been sold or the offering is otherwise terminated. These documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as well as proxy statements. Pursuant to General Instruction B of Form 8-K, any information submitted under Item 2.02, Results of Operations and Financial Condition, or Item 7.01, Regulation FD Disclosure, of Form 8-K is not deemed to be “filed” for the purpose of Section 18 of the Exchange Act, and we are not subject to the liabilities of Section 18 with respect to information submitted under Item 2.02 or Item 7.01 of Form 8-K. We are not incorporating by reference any information submitted under Item 2.02 or Item 7.01 of Form 8-K into any filing under the Securities Act or the Exchange Act or into this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

You may request copies of these filings, at no cost, by writing to or calling our Investor Relations department at:

General Steel Holdings, Inc.

Kuntai International Mansion Building, Suite 2315

Yi No. 12 Chaoyangmenwai Avenue, Chaoyang District, Beijing 100020

Telephone: +86 (10) 58797346

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the estimated costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the offering of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.

SEC registration fee	$	441
Accounting fees and expenses		10,000
Legal fees and expenses		30,000
Printing and miscellaneous expenses		4,000
Total	$	44,441

Item 15. Indemnification of Directors and Officers.

The Articles of Incorporation of the registrant do not speak to indemnification of directors and officers and therefore the bylaws of the registrant and the Nevada Revised Statutes will govern when a director, officer or any person will be entitled to be indemnified by the registrant.

The bylaws of the registrant provide that no person shall be liable to the registrant for any loss or damage suffered by it on account of any action taken or omitted to be taken as a director or officer of the registrant in good faith, if such person (i) exercised or used the same degree of diligence, care, and skill as an ordinarily prudent person would have exercised or used under the circumstances in the conduct of his own affairs, or (ii) took, or omitted to take, such action in reliance upon advice of counsel for the registrant, or upon statement made or information furnished by officers or employees of the registrant which the person had reasonable grounds to believe to be true, or upon a financial statement of the registrant provided by a person in charge of the registrants accounts or certified by a public accountant or a firm of public accountants.

The bylaws of the registrant also provide that the registrant shall indemnify its officers and directors to the greatest extent permitted by the laws of Nevada.

Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify a present or former director, officer, employee, or agent of the corporation, or of another entity for which such person is or was serving in such capacity at the request of the corporation, who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection therewith, arising by reason of service in such capacity if such person (i) is not liable pursuant to Section 78.138 of the Nevada Revised Statutes, or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions brought by or in the right of corporation, however, no indemnification may be made for any claim, issue, or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Subsection 3 of Section 78.7502 of the Nevada Revised Statutes further provides that, to the extent a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections 1 and 2 thereof, or in the defense of any claim, issue, or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Section 78.751 of the Nevada Revised Statutes provides that unless discretionary indemnification is ordered by a court, the determination to provide indemnification must be made by the stockholders; by a majority vote of a quorum of the board of directors who were not parties to the action, suit, or proceeding; or in specified circumstances by independent legal counsel in a written opinion. In addition, the articles of incorporation, bylaws, or an agreement made by the corporation may provide for the payment of the expenses of a director or officer of defending an action as incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.

Item 16. Exhibits

Exhibit Index

EXHIBIT NO.		DESCRIPTION

4.1		Form of Senior Convertible Note (incorporated by reference to Exhibit 99.2 to the Form 8-K/A filed December 14, 2007).

4.2		Form of Warrant (incorporated by reference to Exhibit 99.3 to the Form 8-K/A filed December 14, 2007).

5.1		Legal opinion of Dennis Brovarone, Attorney at Law (previously filed as Exhibit 5.1 to the Form S-1/A No. 333-149217 filed May 6, 2008 and incorporated herein by reference).

10.1		Registration Rights Agreement, dated December 13, 2007 by and among General Steel Holdings, Inc. and the Buyers listed on the signature page thereto (incorporated by reference to Exhibit 99.5 to the Form 8-K/A filed December 14, 2007).

23.1		Consent of Moore Stephens Wurth Frazer and Torbet, LLP, Certified Public Accountants (previously filed as Exhibit 23.1 to the Form S-1 No. 333-149217 filed February 13, 2008 and incorporated herein by reference).

23.2		Consent of Dennis Brovarone, Attorney at Law (included in Exhibit 5).

24.1		Power of Attorney (included on signature page).

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC this form of indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against these liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of this issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Beijing, People’s Republic of China, on December 16, 2009.

GENERAL STEEL HOLDINGS, INC.

By:	/s/ Zuosheng Yu
	Name:	Zuosheng Yu
	Title:	Chairman and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Zuosheng Yu and John Chen, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place, and stead, in any and all capacities, to sign any or all amendments or supplements to the registration statement amended by this Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement on Form S-1, whether pre-effective or post-effective, including any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities on December 16, 2009:

SIGNATURE		TITLE

/s/ Zuosheng Yu		Chairman and Chief Executive Officer
YU, Zuosheng		(Principal Executive Officer)

/s/ John Chen		Director and Chief Financial Officer
CHEN, John		(Principal Accounting and Financial Officer)

/s/ Ross Warner		Director
WARNER, Ross

/s/ Dan Li Zhang		Director and
ZHANG, Dan Li		General Manager of Longmen Joint Venture

/s/ John Wong		Independent Director
WONG, John

/s/ Qing Hai Du		Independent Director
DU, Qing Hai

/s/ Zhong Kui Cao		Independent Director
CAO, Zhong Kui

/s/ Chris Wang		Independent Director
WANG, Chris

/s/ James Hu		Independent Director
HU, James

Exhibit Index

EXHIBIT NO.		DESCRIPTION

4.1		Form of Senior Convertible Note (incorporated by reference to Exhibit 99.2 to the Form 8-K/A filed December 14, 2007).

4.2		Form of Warrant (incorporated by reference to Exhibit 99.3 to the Form 8-K/A filed December 14, 2007).

5.1		Legal opinion of Dennis Brovarone, Attorney at Law (previously filed as Exhibit 5.1 to the Form S-1/A No. 333-149217 filed May 6, 2008 and incorporated herein by reference).

10.1		Registration Rights Agreement, dated December 13, 2007 by and among General Steel Holdings, Inc. and the Buyers listed on the signature page thereto (incorporated by reference to Exhibit 99.5 to the Form 8-K/A filed December 14, 2007).

23.1		Consent of Moore Stephens Wurth Frazer and Torbet, LLP, Certified Public Accountants (previously filed as Exhibit 23.1 to the Form S-1 No. 333-149217 filed February 13, 2008 and incorporated herein by reference).

23.2		Consent of Dennis Brovarone, Attorney at Law (included in Exhibit 5).

24.1		Power of Attorney (included on signature page).

NEVADA		3310		41-2079252
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

	Daqiuzhuang Metal	Baotou Steel Pipe Joint Venture	Longmen Joint Venture	Maoming

Annual Production Capacity (metric tons)	400,000	100,000	4.8 million	1 million

Main Products	Carbon/Silicon Sheet	Spiral-weld pipe	Rebar	High-speed wire

Main Application	Light Agricultural Vehicles	Energy transport	Infrastructure and Construction	Infrastructure and Construction

Common stock outstanding prior to the resale of any Shares included in this prospectus (on December 10, 2009)			45,959,439
Common stock being offered for resale to the public in accordance herewith			1,154,958
Common stock outstanding after the completion of this resale offering			47,114,397
Percentage of common stock outstanding before this resale offering that Shares being registered for resale represent			2.5%

	Page

PROSPECTUS SUMMARY – OUR COMPANY	1

PROSPECTUS SUMMARY – THIS OFFERING	4

PROSPECTUS SUMMARY – OUR DECEMBER 2007 PRIVATE PLACEMENT	4

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	5

RISK FACTORS	6

ADDITIONAL INFORMATION REGARDING OUR DECEMBER 2007 PRIVATE PLACEMENT	15

USE OF PROCEEDS	21

SELLING SHAREHOLDERS	22

PLAN OF DISTRIBUTION	23

LEGAL MATTERS	25

EXPERTS	25

WHERE YOU CAN FIND MORE INFORMATION	25

INFORMATION INCORPORATED BY REFERENCE	26