8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (date of earliest event reported): November 16, 2009

YONGYE INTERNATIONAL, INC.

(Exact name of registrant as specified in charter)

Nevada	333-143314	20-8051010
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6th Floor, Suite 608, Xue Yuan International Tower,

No. 1 Zhichun Road, Haidian District, Beijing, PRC

(Address Of Principal Executive Offices) (Zip Code)

+86 10 8232 8866

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, is Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 16, 2009, Yongye International, Inc. (the “Company”) issued a press release and hosted a conference call during which the Company’s operating results for the third quarter of 2009 were discussed. A copy of the press release is filed herewith as Exhibit 99.1 to this current report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release

2

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 hereunto duly authorized.

Dated: November 17, 2009

YONGYE INTERNATIONAL, INC.
By:	/s/ Zishen Wu
Name:  Zishen Wu
Title:   President and CEO

3

EX-99.1

For Immediate Release

Contact:
Yongye International, Inc.	CCG Investor Relations, Inc.
Mr. Larry Gilmore -VP of Corporate Strategy	Mr. Crocker Coulson, President
Phone: +86-10-8232-8866 x 8880	Phone: +1-646-213-1915 (New York)
E-mail: larry.gilmore@gmail.com	E-mail: crocker.coulson@ccgir.com
	http://www.ccgirasia.com

Yongye International Announces Third Quarter 2009 Results

· Net revenue increased 60.9% to $29.3 million

· Operating income grew 133.9% to $11.8 million

BEIJING, November 16, 2009 - Yongye International, Inc. (NASDAQ: YONG), (“Yongye or “the Company”) a leading manufacturer, developer and distributor of Shengmingsu brand plant and animal nutrient products in the People's Republic of China (PRC), today reported its financial results for the quarter ended September 30, 2009.

Third Quarter 2009 Highlights

· Revenue increased 60.9% year-over-year to $29.3 million

· Gross profit increased 77.5% year-over-year to $15.8 million, or 54.1% of sales

· Operating income grew 133.9% year-over-year to $11.8 million

· Net loss of $7.0 million, or $0.22 per fully diluted share, as compared to net income of $8.1 million, or $0.20 per fully diluted share in the same period last year

· Non-GAAP adjusted net income, excluding the charge associated with the increase in fair value of warrants was $8.8 million, or $0.27 per diluted share, as compared to $4.5 million, or $0.20 per diluted share, in the comparable period of 2008

· Expanded branded store network by 40% to 7,000 stores, from the end of the second quarter of 2009

· Began trading on the Nasdaq Global Select Market in September 2009

“During the third quarter of 2009, we achieved excellent revenue growth, benefiting from strong demand in existing markets and successful entries into new ones,” commented Mr. Zishen Wu, Chief Executive Officer. “Leveraging our unique distribution model and integrated marketing campaign, we expanded our branded store distribution network by 40% to approximately 7,000 stores at the end of the third quarter. In September 2009, we successfully upgraded to the NASDAQ Global Select Market with a new stock symbol, ‘YONG’. We will continue to improve our operations and governance to meet the stringent requirements of the NASDAQ Global Select Market and to increase shareholder value.”

Third Quarter 2009 Results

During the three months ended September 30, 2009, total revenue increased 60.9% to $29.3 million, as compared to $18.2 million during the same period of 2008, primarily due to the overall increase in market demand in existing markets and strong growth in new markets. During the third quarter of 2009, the retail network of branded stores increased to approximately 7,000 from 5,000 at the end of the second quarter of 2009.

Gross profit increased 77.5% to $15.8 from $8.9 million in the comparable period last year. Gross margin increased 510 basis points to 54.1%, as compared to 49.0% in the same period of 2008, as a result of increased economies of scale gained after transitioning the manufacturing process in-house.

Selling, general and administrative expenses, including research and development, increased 4.8% to $4.1 million, from $3.9 million in the same period of 2008. Total expenses were relatively flat as a result of a $0.8 million decrease in selling expenses, but were offset by higher expenses related to salaries and professional fees associated with being a publicly-traded company.

Yongye recorded $69,871 in research and development expenses, reflecting the Company’s continued efforts to strengthen and further expand its Shengmingsu branded product offerings. In the comparable period of 2008, the Company recorded no research and development expenses.

Income from operations increased 133.9% to $11.8 million, from $5.0 million during the third quarter of 2008. Operating income margin increased 12.6 percentage points to 40.2% from 27.6% in the comparable period last year.

Yongye recently adopted EITF 00-19, whereby the Company now accounts for its warrants, issued to investors and its placement agent as part of the Company’s private placement financings in April 2008, September 2008, and May 2009, as a derivative liability measured at fair value through earnings. The non-cash $15.8 million charge taken to other expenses due to the change in fair value of the warrants during the third quarter of 2009 resulted from the significant increase in Yongye’s closing stock price from $3.61 per share on June 30, 2009 to $8.35 on September 30, 2009.

Provision for income taxes for the three months ended September 30, 2009 was $3.1 million as compared to $0.2 million in the corresponding period of 2008. For the year ended December 31, 2008, the Company’s sole operating subsidiary, Yongye Nongfeng was only subject to a business tax rate of 1.25% of its gross revenue, which was applied to small to medium enterprises in the local development zone.  However, effective January 1, 2009, the Company began to accrue for taxes at the national,  statutory, enterprise income tax rate of 25% of its assessable income in accordance with the relevant income tax rules and regulations of the PRC.

For the third quarter of 2009, largely due to the non-cash charge associated with the increase in fair value of derivatives, the Company reported a net loss of $7.0 million, or $0.22 per fully diluted share, as compared to net income of $8.1 million, or earnings per diluted share of $0.20.

Non-GAAP adjusted net income which excludes the increase in fair value of the warrants was $8.8 million, or $0.27 per share on a fully diluted basis, as compared to non-GAAP adjusted net income of $4.5 million, or $0.20 per share on a fully diluted basis, in the same period of 2008.

The diluted weighted average number of shares outstanding increased from 22,807,756in the third quarter of 2008 to 32,730,054 in the third quarter of 2009, as a result of additional shares issued in private placements in September 2008 and May 2009.

Nine Month Results

Net revenue increased 94.7% to $88.0 million in the nine months ended September 30, 2009, from $45.2 million in the comparable period of 2008. Gross profit increased 98.8% to $46.7 million, from $23.5 million in the comparable period of 2008. Gross profit margin increased 110 basis points to 53.1%, from 52.0% in the same period last year. Income from operations increased 110% to $31.0 million, as compared to $14.8 million in the same period last year. Operating margin expanded 260 basis points to 35.3% from 32.7% in the comparable period in 2008. Net income was $2.3 million, or $0.08 per fully diluted share, as compared to $13.7 million, or $0.69 per fully diluted share, in the nine months ended September 30, 2008.

Non-GAAP adjusted net income, which excludes the charge for the increase in fair value of the warrants, was $23.2 million, or $0.78 per share on a fully diluted basis in the first nine months of 2009, as compared to non-GAAP adjusted net income of $12.2 million, or $0.69 per share on a fully diluted basis, in the same period of 2008.

The diluted weighted average number of shares outstanding increased from 17,699,747 in the nine months ended September 30, 2008 to 29,926,052 in the nine months ended September 30, 2009, as a result of additional shares issued in private placements in September 2008 and May 2009.

Financial Condition

As of September 30, 2009, the Company recorded total assets of $87.6 million, compared to $34.5 million as of December 31, 2008. Working capital increased to $31.4 million from $23.3 million at the end of 2008. Stockholders' equity, excluding noncontrolling interest, totaled $38.8 million as of September 30, 2009, compared to $27.3 million at the end of 2008.

As of September 30, 2009, cash totaled $3.5 million, compared to $4.5 million on December 31, 2008. Accounts receivable totaled $43.3 million at the end of the third quarter of 2009, up from $2.7 million as of December 31, 2008. The increase in accounts receivable is due in part to the high level of sales throughout the second and third quarters. It is customary in China's agriculture industry to extend credit terms which allow distributors to pay over a longer period of time. As of September 30, 2009, Yongye did not have any accounts receivable that were uncollected beyond 180 days. Inventory increased from $20.7 million at the end of 2008 to $31.0 million at the end of the third quarter of 2009. The Company anticipates strong sales growth in subsequent periods and therefore has begun to accumulate more inventories of raw materials and finished goods.

Recent Events

In November of 2009, one of the independently owned Yongye branded stores set a new, single store, one-day sales record for Shengmingsu branded plant products by selling 25,163 bottles for approximately $50,000.

In October 2009, Yongye Shengmingsu branded nutrient products were featured on the China Central Television (CCTV) English Channel for the Chinese National Day celebration. CCTV broadcasted a comprehensive program on China's agricultural achievements, farming reforms and policies over the past 60 years that included a segment on Shengmingsu as an example of current domestic innovation in the organic farming sector. Please seen Yongye’s homepage for links to this video.

In October 2009, Yongye raised its 2009 annual revenue guidance to $94-$95 million which represents a 96%-98% increase over 2008 results. The Company also provided guidance for 2009 annual pre-tax income from operations of $30-$31 million, which represents an increase of 119%-126% over 2008 results, and for 2009 annual pre-tax operating income margin of approximately 32%-33%.

In October 2009, Yongye completed the restructuring plan required by its September 2008 financing. The Company is now a fully integrated manufacturer, having acquired the land, buildings, equipment, and fertilizer license of its predecessor, Inner Mongolia Yongye.

In October 2009, Yongye announced its 2010-2012 strategic plan. The Company expects to achieve at least 50% growth in revenue during each of the next three years through a strategy focused on geographic expansion into new markets, increased penetration in existing markets, additional marketing and brand-building efforts, and expanded production capacity. The Company also intends to improve its cost structure and gain greater control of its supply and distribution through vertical integration so as to enhance its profit margins.

In previous financings the company issued warrants in conjunction with the purchase of common stock and as of September 30, 2009, there were 2,914,827 warrants outstanding. Between October 1, 2009 and November 12, 2009, the holders of 1,924,309 warrants exercised their warrants, resulting in the issuance of 1,653,548 shares of common stock. Roth Capital, the placement agent, also exercised 246,224 warrants for 198,247 shares of common stock. Approximately 990,518 warrants remain outstanding after these transactions. Management anticipates that the decrease in the number of outstanding warrants in the Company’s capital structure will ultimately benefit the Company by decreasing its accounting liability caused by the derivative nature of the warrants.

Business Outlook

As announced on October 22, 2009, Yongye expects to generate $94-$95 million in revenue for full-year of 2009. In addition, Yongye re-affirms its 2009 annual pre-tax income from operations guidance of $30-$31 million and 2009 annual pre-tax operating income margin guidance of approximately 32%-33%.

“Our business has achieved significant growth in the first nine months of 2009. The recently updated annual guidance further reflects our confidence in our ability to achieve a successful fourth quarter of 2009. With the previously announced 2010-2012 strategic plan, we intend to strengthen our market leadership through geographic expansion, deeper market penetration, and stronger productivity. As a result, we expect to grow revenues 50% annually during this period while expanding our profit margins. We have begun the process of examining upstream and downstream acquisition opportunities in order to integrate our value chain and obtain higher profitability for our business. Although third quarter GAAP net income was significantly affected by the non-cash charged related to the change in the fair value of the warrants we issued during 2008 and 2009 financings, we have been pro-actively taking steps to resolve this issue,” stated Mr. Wu.

Conference Call

The Company will host a conference call at 10:00 a.m. Eastern time on November 16, 2009 to discuss its third quarter 2009 results. To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: +1-888-419-5570. International callers should dial +1-617-896-9871. The conference pass code is 120 619 18.  For those who are unable to participate in the conference call at the time of the call, a replay will be available for fourteen days after the call is held. To access the replay, please dial +1-888-286-8010. International callers should dial +1-617-801-6888. The replay pass code is 402 454 82.

Interested parties may also listen to the live conference call via webcast and access the replay by visiting http://www.yongyeintl.com/webcast.html.

Use of Non-GAAP Financial Measures

This press release and the related conference call contain non-GAAP financial measures, called non-GAAP adjusted net income, as described above.  .

The Company defines non-GAAP adjusted net income as net income adjusted for the impact of charges associated with the Company’s increase/(decrease) in fair value of derivative liabilities related to outstanding warrants. The Company believes that the presentation of these non-GAAP financial measures provides useful information to its investors and lenders because these measures allow for more accurate comparisons of operating results from period-to-period, enhance the overall understanding of the Company’s financial performance and provide greater insight into the prospects for the Company’s ongoing business operations. Moreover, the Company also believes it is appropriate to exclude costs associated with the increase/(decrease) in fair value of derivative liabilities related to outstanding warrants because these charges are excluded from management’s assessment of the Company’s operating performance and are not related to the Company’s ongoing business operations. In addition, the Company excludes these charges described above in its calculations to determine its ability to borrow additional funds to finance or expand its operations.

The Company believes that by reporting these measures, it provides insight and consistency in its financial reporting and presents a basis for comparison of its business operations between current, past and future periods. In addition, the measures provide a basis for the Company to compare its financial results to those of other comparable publicly traded companies and are used by management to plan and forecast its business.

Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance which are prepared in accordance with U.S. GAAP and may be different from non-GAAP financial measures used by other companies. Investors are encouraged to review the reconciliations of GAAP to non-GAAP net income and adjusted EBITDA, which are set forth below.

About Yongye International, Inc.

Yongye International, Inc., headquartered in Beijing, is engaged in the manufacturing, development, distribution and sales of Shengmingsu brand plant and animal nutrient products. The Company's patented and patent pending formulas and proprietary extraction processes allow it to create products that increase crop yields and improve the health of livestock. Its sole operating subsidiary, Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd., is headquartered in Beijing with administrative and sales offices located in Inner Mongolia, People's Republic of China. For more information, please visit the Company’s website at http://www.yongyeintl.com.

Safe Harbor Statement

This press release contains certain statements that may include "forward-looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on the SEC's website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

–FINANCIAL TABLES FOLLOW—

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008
SALES
External customers	$	29,279,473		$	18,202,940		$	85,766,709		$	45,189,579
Related party		-			-			2,220,083			-
TOTAL SALES		29,279,473			18,202,940			87,986,792			45,189,579
COST OF SALES		13,435,326			9,278,944			41,274,810			21,697,964
GROSS PROFIT		15,844,147			8,923,996			46,711,982			23,491,615
SELLING EXPENSES		2,644,715			3,440,036			11,715,707			7,437,513
RESEARCH & DEVELOPMENT EXPENSES		69,871			-			1,482,888			-
GENERAL AND ADMINISTRATIVE EXPENSES		1,365,075			453,683			2,495,797			1,265,808
INCOME FROM OPERATIONS		11,764,486			5,030,277			31,017,590			14,788,294
OTHER EXPENSES/(INCOME)
Interest expense/(income), net		9,080			(65,785	)		25,538			(66,563	)
Other expenses /(income), net		(174,593	)		340,087			(187,330	)		726,927
Increase/(decrease) in fair value of derivative liabilities		15,836,189			(3,618,579	)		20,905,136			(1,464,256	)
TOTAL OTHER EXPENSES/(INCOME), NET		15,670,676			(3,344,277	)		20,743,344			(803,892	)
(LOSS)/INCOME BEFORE PROVISION FOR INCOME TAXES		(3,906,190	)		8,374,554			10,274,246			15,592,186
PROVISION FOR INCOME TAXES		3,089,047			227,537			7,836,270			822,302
NET (LOSS)/INCOME		(6,995,237	)		8,147,017			2,437,976			14,769,884
LESS: NET INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST		46,028			57,421			128,284			1,092,426
NET (LOSS)/INCOME ATTRIBUTABLE TO YONGYE INTERNATIONAL, INC.		(7,041,265	)		8,089,596			2,309,692			13,677,458
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		60,402			5,199			71,597			419,970
COMPREHENSIVE (LOSS)/INCOME		(6,934,835	)		8,152,216			2,509,573			15,189,854
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST		46,330			57,473			128,649			1,138,623
COMPREHENSIVE (LOSS)/INCOME ATTRIBUTABLE TO YONGYE INTERNATIONAL, INC.	$	(6,981,165	)	$	8,094,743		$	2,380,924		$	14,051,231
Net (loss)/income per share:
Basic	$	(0.22	)	$	0.37		$	0.08		$	0.80
Diluted	$	(0.22	)	$	0.20		$	0.08		$	0.69
Weighted average shares used in computation:
Basic		32,730,054			21,594,470			29,926,052			17,194,563
Diluted		32,730,054			22,807,756			29,926,052			17,699,747

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

	September 30, 2009		December 31, 2008
CURRENT ASSETS
Cash	$	3,508,408	$	4,477,477
Accounts receivable, net - third parties		43,349,508		2,748,042
Inventories		30,954,407		20,708,193
Advance payments		305,807		44,051
Due from a related party		-		192,741
Prepaid expenses		124,040		189,478
Other receivables		315,051		680,752
Total Current Assets		78,557,221		29,040,734
PROPERTY AND EQUIPMENT, NET		8,960,365		5,368,074
INTANGIBLE ASSETS, NET		87,712		95,453
TOTAL ASSETS	$	87,605,298	$	34,504,261
CURRENT LIABILITIES
Long-term loans - current portion	$	211,766	$	167,652
Accounts payable - related party		5,424,246		46,739
Accounts payable - third parties		6,628,883		-
Income tax payable		7,288,478		219,366
Advance from customers		137,671		1,869,400
Accrued expenses		2,809,713		583,880
Due to a related party		1,443,489		-
Other payables		906,511		774,526
Derivative liabilities – fair value of warrants		22,277,122		2,107,931
Total Current Liabilities		47,127,879		5,769,494
LONG-TERM LOANS		341,554		230,121
EQUITY
Common stock: par value $.001; 75,000,000 shares authorized; 32,803,173 shares issued and outstanding at September 30, 2009 and 26,760,258 shares issued and outstanding December 31, 2008		32,803		26,760
Additional paid-in capital - Common stock		22,749,207		13,633,604
Retained earnings		15,620,486		13,310,794
Accumulated other comprehensive income		400,677		329,445
Total Equity of the Company’s Shareholders		38,803,173		27,300,603
Noncontrolling interest		1,332,692		1,204,043
Total Equity		40,135,865		28,504,646
TOTAL LIABILITIES AND EQUITY	$	87,605,298	$	34,504,261

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended			For the Nine Months Ended
	September 30, 2009			September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,437,976		$	14,769,884
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization		385,337			115,541
Reversal of bad debt provision		(305,338	)		-
Increase/(decrease) in fair value of derivative liabilities		20,905,136			(1,464,256	)
Changes in assets and liabilities:
Accounts receivable - third parties		(40,270,694	)		(20,628,654	)
Accounts receivable - related party		23			-
Inventories		(10,190,333	)		(2,046,871	)
Advance payments		(116,740	)		(273,630	)
Due from a related party		-			(954,735	)
Prepaid expenses		65,754			-
Other receivables		366,797			(1,247,729	)
Accounts payable- related party		5,569,674			(13,471	)
Accounts payable- third parties		6,625,498			-
Income tax payable		7,065,369			414,009
Advance from customers		(1,733,928	)		120
Accrued expenses		2,223,070			1,498,297
Due to a related party		33			1,626,548
Other payables		130,611			85,783
Net Cash Used in Operating Activities		(6,841,755	)		(8,119,164	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(2,655,816	)		(3,493,192	)
Addition to intangible assets		-			(122,899	)
Net Cash Used in Investing Activities		(2,655,816	)		(3,616,091	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank loans		276,331			205,028
Repayment of bank loans		(121,877	)		-
Proceeds from common stock and warrants issued		9,222,157			19,450,651
Payment for common stock issuance costs		(836,456	)		(1,461,659	)
Net Cash Provided by Financing Activities		8,540,155			18,194,020
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH		(11,653	)		380,656
NET (DECREASE)/INCREASE IN CASH		(969,069	)		6,839,421
CASH– BEGINNING		4,477,477			8,137
CASH - ENDING	$	3,508,408		$	6,847,558
Supplemental cash flow information:
Cash paid for income taxes		770,652			424,725
Cash paid for interest expense		33,236			-
Noncash investing and financing activities:

YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL DATA

	For the three months ended												For the nine months ended
	30-Sep-09						30-Sep-08						30-Sep-09					30-Sep-08
	Net Income/(Loss) Attributed to Yongye International, Inc.			Diluted EPS			Net Income/(Loss) Attributed to Yongye International, Inc.			Diluted EPS			Net Income/(Loss) Attributed to Yongye International, Inc.		Diluted EPS			Net Income/(Loss) Attributed to Yongye International, Inc.			Diluted EPS
Amount per consolidated statement of operations		(7,041,265	)		(0.22	)		8,089,596			0.20			2,309,692		0.08			13,677,458			0.69
Change in fair value of derivative liabilities		15,836,189			0.48	**		(3,618,579	)		-	*		20,905,136		0.70	**		(1,464,256	)		-	*
Adjusted amount (Non-GAAP)		8,794,924			0.27			4,471,017			0.20			23,214,828		0.78			12,213,202			0.69

* Diluted EPS calculation in accordance with GAAP (FASB No. 128) requires the reversal of gain or loss from the change in fair value of derivative liabilities in the numerator, and an increase in the number of common shares of ordinary shares equivalents outstanding in the denominator (See September 30, 2009 Financial Statements Note 12). Therefore, the change in fair value of derivative liabilities is not reversed again when calculating Non-GAAP diluted EPS for three and nine months ended September 30, 2008.

** In the diluted EPS calculation in accordance with GAAP for three and nine months ended September 30, 2009, the gain or loss from the change in fair value of derivative liabilities in the numerator was not reversed, as this effect would have been anti-dilutive. Therefore, the change in fair value of derivative liabilities is reversed when calculating Non-GAAP diluted EPS for three and nine months ended September 30, 2009.