10-Q/A 1 v165235_10qa.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q/A
(Amendment No.2)
 
(Mark One)
 
ý
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
For the quarterly period ended March 31, 2009
 
or
 
¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from ____________ to ___________.
 
Commission File Number 000-51200
 
Yongye International, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)

Nevada
20-8051010
(State or other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
 
6th Floor, Suite 608, Xue Yuan International Tower,
No. 1 Zhichun Road, Haidian District Beijing, PRC
(Address of Principal Executive Office)
 
(Former address of Principal Executive Office, if changed since last report)
+86 10 8232 8866
(Issuer’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
Accelerated filer ¨
   
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ý
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).* Yes _ No _ *The registrant has not yet been phased into the interactive data requirements.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x As of May 7, 2009, 28,058,960 shares of common stock, par value $.001 per share, were issued and outstanding.
 
 
 
 
EXPLANATORY NOTE
 
We are filing this Quarterly Report on Form 10-Q/A (the “Amendment”) to amend Part I, Item 4T, Controls and Procedures, in the original Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”). This Amendment has been filed to update the disclosure contained in such Item to reflect management’s conclusions regarding such matters following certain restatements of our financial statements.
 
 
Page
   
Part I: Financial Information:
  
   
Item 4T - Controls and Procedures
1
   
Signatures
4

 
 
 
Item 4T- Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of the quarterly report on Form 10-Q/A for the quarter ended March 31, 2009, we carried out a re-evaluation of the effectiveness of our disclosure controls and procedures, which are defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934 (the “Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this re-evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2009 because of the material weakness described under “Management’s Report on Internal Control over Financial Reporting” in our amended Annual Report on Form 10-K/A filed with the SEC on November 9, 2009.

 
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Changes in Internal Controls over Financial Reporting

Except as otherwise discussed herein, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Act that occurred during the quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially, affect, our internal control over financial reporting.
 
 
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ITEM 6
EXHIBITS

Exhibit No.
  
Description
     
31.1
  
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 (Principal Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
  
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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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.

 
Yongye International, Inc.
     
Dated: November 9, 2009
By:
 /s/ Zishen Wu  
   
Name: Zishen Wu
  
   
Title: Chief Executive Officer and President
       
 
By:
 /s/ Sam Yu  
   
Name: Sam Yu
  
   
Title: Chief Financial Officer

 
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