UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




(Mark
One)





x
            Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934





For the
quarterly period ended September 30, 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 registrant as specified in its charter)





Nevada
              20-8051010(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer
                Identification
      No.)





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


No. 1
Zhichun Road, Haidian District Beijing, PRC


(Address
of principal executive offices)




Yongye
Biotechnology International, Inc.


(Former
name, former address and former fiscal year, if changed since last
report)




+86 10
8232 8866


(Registrant’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 Securities Exchange Act of 1934 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 ̈Nox




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) 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 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 x




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




As of
November 12, 2009, there were 34,573,673 shares of common stock, par value $.001
per share, issued and outstanding.








PagePart
      I. Financial Information
                                                  3Item
      1.
                                                  Financial
      Statements
                                                  3Item
      2.
                                                  Management’s
      Discussion And Analysis Of Operations And Financial
      Conditions.
                                                  24Item
      3.
                                                  Quantitative
      And Qualitative Disclosures About Market Risk
                                                  35Item
      4.
                                                  Controls
      And Procedures
                                                  35Item
      4t.
                                                  Controls
      And Procedures
                                                  35Part
      II. Other Information
                                                  36Item
      1.
                                                  Legal
      Proceedings
                                                  36Item
      2.
                                                  Unregistered
      Sales Of Equity Securities And Use Of Proceeds
                                                  36Item
      3.
                                                  Defaults
      Upon Senior Securities
                                                  36Item
      4.
                                                  Submission
      Of Matters To A Vote Of Security Holders
                                                  36Item
      5.
                                                  Other
      Information
                                                  36Item
      6.
                                                  Exhibits
                                                  36




2




PART
I.




Financial
Information




ITEM
      1.
            Financial
      Statements




YONGYE
INTERNATIONAL, INC. AND SUBSIDIARIES





UNAUDITED
CONSOLIDATED BALANCE SHEETS





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





The
accompanying notes are an integral part of these consolidated financial
statements.


3


YONGYE
INTERNATIONAL, INC. AND SUBSIDIARIES


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





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





The
accompanying notes are an integral part of these consolidated financial
statements.


4





YONGYE
INTERNATIONAL, INC. AND SUBSIDIARIES


UNAUDITED
STATEMENT OF CHANGES IN EQUITY


FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009





Yongye International, Inc. ShareholdersCommon Stock
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      Comprehensive IncomeNumber of
                        Shares
                      
                      
                      Amount
                      
                      
                      Additional
                        Paid-in
                        Capital – Common
                        Stock
                      
                      
                      Accumulated
                        Other
                        Comprehensiv
                        e
                        Income
                      
                      
                      Retained
                        Earnings
                      
                      
                      Noncontr
                        olling
                        Interest
                      
                      
                      Total
                      
                      
                      Attribut
                        able to
                        Yongye
                        Internat
                        ional,
                        Inc.
                        Shareho
                        lders
                      
                      
                      Attribut
                        able to
                        Noncont
                        rolling
                        Interests
                      
                      
                      TotalNote
                      
                      
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $Balance
      as of December 31, 2008
                      
                      
                      
                      
                      26,760,258
                      
                      
                      
                      26,760
                      
                      
                      
                      13,633,604
                      
                      
                      
                      329,445
                      
                      
                      
                      13,310,794
                      
                      
                      
                      1,204,043
                      
                      
                      
                      28,504,646Net
      income
                      
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,309,692
                      
                      
                      
                      128,284
                      
                      
                      
                      2,437,976
                      
                      
                      
                      2,309,692
                      
                      
                      
                      128,284
                      
                      
                      
                      2,437,976Foreign
      currency exchange translation adjustment, net of nil income
      taxes
                      
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      71,232
                      
                      
                      
                      -
                      
                      
                      
                      365
                      
                      
                      
                      71,597
                      
                      
                      
                      71,232
                      
                      
                      
                      365
                      
                      
                      
                      71,597Comprehensive
      income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      2,380,924
                      
                      
                      
                      128,649
                      
                      
                      
                      2,509,573Common
      stock issued for cash May 8, 2009
                      
                      7
                      
                      
                      5,834,083
                      
                      
                      
                      5,834
                      
                      
                      
                      7,907,201
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,913,035Warrants
      exercised
                      
                      7
                      
                      
                      208,832
                      
                      
                      
                      209
                      
                      
                      
                      1,208,402
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,208,611Balance
      as of September 30, 2009
                      
                      
                      
                      
                      32,803,173
                      
                      
                      
                      32,803
                      
                      
                      
                      22,749,207
                      
                      
                      
                      400,677
                      
                      
                      
                      15,620,486
                      
                      
                      
                      1,332,692
                      
                      
                      
                      40,135,865





The
accompanying notes are an integral part of these consolidated financial
statements.


5


YONGYE
INTERNATIONAL, INC. AND SUBSIDIARIES


UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS




For the Nine Months Ended
                    
                    
                    For the Nine Months EndedSeptember 30, 2009
                    
                    
                    September 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income
                    
                    $
                    2,437,976
                    
                    
                    $
                    14,769,884Adjustments
      to reconcile net income to net cash used in operating
      activitiesDepreciation
      and amortization
                    
                    
                    385,337
                    
                    
                    
                    115,541Reversal
      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
                    
                    
                    
                    414,009Advance
      from customers
                    
                    
                    (1,733,928
                    )
                    
                    
                    120Accrued
      expenses
                    
                    
                    2,223,070
                    
                    
                    
                    1,498,297Due
      to a related party
                    
                    
                    33
                    
                    
                    
                    1,626,548Other
      payables
                    
                    
                    130,611
                    
                    
                    
                    85,783Net
      Cash Used in Operating Activities
                    
                    
                    (6,841,755
                    )
                    
                    
                    (8,119,164
                    )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      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 ACTIVITIESProceeds
      from bank loans
                    
                    
                    276,331
                    
                    
                    
                    205,028Repayment
      of bank loans
                    
                    
                    (121,877
                    )
                    
                    
                    -Proceeds
      from common stock and warrants issued
                    
                    
                    9,222,157
                    
                    
                    
                    19,450,651Payment
      for common stock issuance costs
                    
                    
                    (836,456
                    )
                    
                    
                    (1,461,659
                    )Net
      Cash Provided by Financing Activities
                    
                    
                    8,540,155
                    
                    
                    
                    18,194,020EFFECT
      OF FOREIGN CURRENCY TRANSLATION ON CASH
                    
                    
                    (11,653
                    )
                    
                    
                    380,656NET
      (DECREASE)/INCREASE IN CASH
                    
                    
                    (969,069
                    )
                    
                    
                    6,839,421CASH–
      BEGINNING
                    
                    
                    4,477,477
                    
                    
                    
                    8,137CASH
      - ENDING
                    
                    $
                    3,508,408
                    
                    
                    $
                    6,847,558Supplemental
      cash flow information:Cash
      paid for income taxes
                    
                    
                    770,652
                    
                    
                    
                    424,725Cash
      paid for interest expense
                    
                    
                    33,236
                    
                    
                    
                    -Noncash
      investing and financing activities:





During
the nine months ended September 30, 2008, the non-controlling shareholder
of Yongye Nongfeng contributed a patent valued at $100,000 to Yongye
Nongfeng.





The
accompanying notes are an integral part of these consolidated financial
statements.


6


YONGYE
INTERNATIONAL, INC. AND SUBSIDIARIES





NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS





FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009





NOTE 1
-ORGANIZATION AND DESCRIPTION OF BUSINESS





A.
Organization





Yongye
International, Inc. (the “Company”, formerly known as “Golden Tan, Inc.” or
“Yongye Biotechnology International, Inc.”) was incorporated in the State of
Nevada on December 12, 2006. On April 17, 2008, the Company entered into a share
exchange agreement (the “Exchange Agreement”) with Fullmax Pacific Limited
(“Fullmax”), a privately held investment holding company organized on May 23,
2007 under the laws of the British Virgin Islands and the shareholders of
Fullmax (the “Fullmax Shareholders”), who collectively owned all the issued and
outstanding ordinary shares of Fullmax. Pursuant to the terms of the Exchange
Agreement, the Fullmax Shareholders transferred to the Company all of their
shares in exchange for 11,444,755 (the “Shares”) shares of the Company’s common
shares (the “Share Exchange”). As a result of the Share Exchange, Fullmax became
a wholly-owned subsidiary of the Company and the Fullmax Shareholders received
approximately 84.7% of the Company’s issued and outstanding common shares.
Immediately prior to the date of the Share Exchange, the Company was a publicly
listed shell entity with no operations and had a nominal amount of cash and,
Fullmax, through its wholly-owned subsidiary, Asia Standard Oil Limited (“ASO”)
and indirect subsidiary, Yongye Nongfeng Biotechnology (“Yongye Nongfeng”), was
engaged in the sale of fulvic acid based liquid and powder nutrient compounds
for plant and animal feed used in the agriculture industry. The Share Exchange
was accounted for as a reverse recapitalization, equivalent to the issuance of
stock by Fullmax for the net monetary assets of the Company accompanied by a
recapitalization.





In
November 2007, ASO a Hong Kong investment holding company, entered into a
Sino-Foreign cooperative joint venture contract (“Contract”) with Inner Mongolia
Yongye Biotechnology Co., Ltd. (“Inner Mongolia Yongye”) to form a cooperative
joint venture, Yongye Nongfeng, pursuant to which, Inner Mongolia Yongye and ASO
is to own 10% and 90% of the equity interests in Yongye Nongfeng, respectively.
Inner Mongolia Yongye was formed on September 16, 2003 in the People’s Republic
of China (the “PRC”). Mr. Zishen Wu, Chief Executive Officer, President and
Chairman of the Company, owns a controlling 91.67% of the equity interest in
Inner Mongolia Yongye. Inner Mongolia Yongye’s primary business is the research,
manufacturing, and sale of biochemical products for use in plants and animal
growth.  Inner Mongolia Yongye is located in the City of Hohhot, Inner
Mongolia Autonomous Region PRC.





On
January 4, 2008, the incorporation and establishment of Yongye Nongfeng was
approved by the Inner Mongolia Department of Commerce and the Inner Mongolia
Administration for Industry and Commerce. The scope of business of Yongye
Nongfeng is the research and development, manufacturing, distribution and sale
of fulvic acid based liquid and powder nutrient compounds used in the
agriculture.  The period of the cooperative joint venture is ten years
and may be extended by a written application submitted to the relevant
government authority for approval no less than six months prior to the
expiration of the cooperative joint venture. Prior to the legal establishment of
Yongye Nongfeng, both Fullmax and ASO were non substantive holding companies
with no assets and operations and were primarily designed and used as legal
vehicles to facilitate foreign participation in the business conducted by Inner
Mongolia Yongye.





In May
2008, upon the agreement among Inner Mongolia Yongye, ASO and Yongye Nongfeng,
the ownership of Yongye Nongfeng was revised, pursuant to which Inner Mongolia
Yongye and ASO became 0.5% and 99.5% equity interest owner of Yongye Nongfeng,
respectively. ASO did not fully inject its share of the capital into Yongye
Nongfeng until May 31, 2009. Based upon actual capital injection into Yongye
Nongfeng, Inner Mongolia Yongye and ASO were 0.6% and 99.4% owners of Yongye
Nongfeng as of December 31, 2008.





B. Nature
of Business





The
Company, through its primary operating subsidiary, Yongye Nongfeng, is engaged
in the manufacturing, development and sale of fulvic acid based liquid and
powder nutrient compounds used in the agriculture industry in the
PRC.




In
January 2008, upon receiving governmental approval of the
establishment, Yongye Nongfeng entered into an agreement (the “Agreement”)
with Inner Mongolia Yongye, pursuant to which Yongye Nongfeng agreed to purchase
finished goods products from Inner Mongolia Yongye at a fixed price of RMB 350
per case for fulvic acid based plant products and RMB 120 per case for fulvic
acid based animal products.  The term of the Agreement was for the
period from January 15, 2008 to January 14, 2013. Pursuant to the Agreement, the
Company could terminate the Agreement by giving one month notice to Inner
Mongolia Yongye. The Company terminated the Agreement in July 2009 as further
described in the following paragraph.


7


In March
2009, in connection with the Yongye Nonfeng Restructuring, Yongye Nongfeng
purchased production equipment, vehicle and office equipment from Inner Mongolia
Yongye for approximately $577,000, $351,000 and $12,000, respectively, which
represent the estimated fair value of the assets based on an appraisal by
independent valuers. On June 1, 2009, Yongye Nongfeng obtained the approval
from the Ministry of Agricultural for the fertilizer license to
produce fulvic acid based products, to be held under its name, which was
previously held in the name of Inner Mongolia Yongye. In addition, on June 1,
2009, Yongye Nongfeng purchased all of the inventories of Inner Mongolia Yongye
relating to fulvic acid based products for $12,258,000 in cash.





Yongye
Nongfeng and Inner Mongolia Yongye entered into certain lease-exchange
arrangements related to land-use rights, buildings and equipment. (See Note
11)





On
October 10, 2009, the “Yongye Nongfeng Restructuring” (See Note 7) was
completed, whereby Yongye Nongfeng acquired production buildings and the
land use right from Inner Mongolia Yongye.





NOTE 2
-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





PRINCIPLES
OF CONSOLIDATION AND BASIS OF PRESENTATION





The
accompanying consolidated financial statements of the Company have been prepared
in accordance with generally accepted accounting principles in the United States
of America (“U.S. GAAP”) and include the financial statements of the Company and
its subsidiaries. The accompanying unaudited consolidated balance sheet as of
September 30, 2009, unaudited consolidated statements of operations and
comprehensive income/(loss) for the three and nine months ended September 30,
2009 and unaudited consolidated statements of changes in equity and cash flows
for the nine months ended September 30, 2009 include Yongye International, Inc.
and its directly and indirectly owned subsidiaries, Fullmax, ASO and Yongye
Nongfeng. The Company’s unaudited consolidated statements of income and
comprehensive income for the three and nine months ended September 30, 2008 and
statement of cash flows for the nine months ended September 30, 2009 consist of
the financial results of Yongye Nongfeng for such periods and the financial
results of Fullmax and ASO from the period April 17, 2008 to September 30,
2008.  For the period from January 1, 2008 to April 17, 2008, the
financial results of Fullmax and ASO are not material.





All
significant intercompany transactions and balances are eliminated on
consolidation.





The
accompanying unaudited consolidated financial statements as of September 30,
2009 and for the three months and nine months ended September 30, 2009 and 2008
have been prepared in accordance with U.S. GAAP for interim financial
information. In the opinion of management, the accompanying unaudited
consolidated interim financial statements include all adjustments considered
necessary to ensure the financial statements are not misleading. Management has
evaluated subsequent events through November 13, 2009, which was the date
the interim financial statements as of and for the three and nine months ended
September 30, 2009 were issued.





The
Company's business is subject to seasonal variations; thus, the results of
operations for the three and nine months ended September 30, 2009 and 2008 are
not necessarily indicative of the results for the full fiscal year ending
December 31, 2009. Generally, the second and third quarters are peak sales
periods, and first and fourth quarters are low sales periods for the
Company.


8


The
unaudited consolidated interim financial statements should be read in
conjunction with the Company's audited consolidated financial statements and
notes thereto for the year ended December 31, 2008 that are included in the
Company’s 2008 annual report on 10-K/A filed with the Securities and Exchange
Commission on October 19, 2009.





NET
(LOSS)/INCOME PER SHARE





Basic net
(loss)/income per share is computed by dividing net (loss)/income attributable
to common shareholders of the Company by the weighted average number of common
shares outstanding during the period. Diluted net (loss)/income per share
reflects the potential dilution that would occur upon the exercise of
outstanding warrants. Common share equivalents are excluded from the computation
of the diluted net (loss)/income per share in periods when their effect would be
anti-dilutive.





RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS




In
June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles” (“SFAS No. 168”). SFAS
No. 168 establishes the FASB Accounting Standards Codification (the
“Codification”) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with U.S. GAAP. Rules and interpretive
releases of the Securities and Exchange Commission under the authority of the
federal securities law are also sources of GAAP for SEC registrants. The
Codification does not change current U.S. GAAP, but is intended to simplify user
access to all authoritative U.S. GAAP by providing all the authoritative
literature related to a particular topic in one place. This statement will have
no impact on the Company’s consolidated financial statements, but it will change
the referencing of authoritative accounting literature to conform to the
Codification.




In
September 2006, the FASB issued Statement No. 157, “Fair Value Measurement”
(SFAS No. 157). Effective July 1, 2009, this standard was incorporated into
the Financial Accounting Standards Board Accounting Standard Codification (ASC)
Section 820, Fair Value Measurements and Disclosures (FASB ASC 820). FASB
ASC 820 does not require new fair value measurements, but provides guidance on
applying fair value and expands required
disclosures. FASB ASC 820 is effective for the Company beginning
in fiscal 2008, for fair value measurements of financial assets and financial
liabilities and for fair value measurements of nonfinancial items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis, and is effective beginning in fiscal 2009, for fair value measurements of
nonfinancial assets and nonfinancial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis. The
disclosure of the Company’s fair value measurement required under
FASB ASC 820 is included in Note 7 to consolidated interim financial
statements.


9


In
December 2007, the FASB issued FASB Statement No. 141(R),Business Combinations, and
FASB Statement No. 160,Noncontrolling Interests in
Consolidated Financial Statements–an amendment to ARB No.
51. In April 2009, the FASB issued FSP FAS 141(R)-1,Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies, which amends and
clarifies FASB 141 (R) to address application issues on initial recognition and
measurement, subsequent measurement and disclosure of assets and liabilities
arising from contingencies in a business combination. Effective July 1, 2009,
SFAS No.141(R) and FSP FAS 141(R)-1 were incorporated into the ASC
Section 805, Business Combinations (FASB ASC 805) and SFAS No.160 was
incorporated into the ASC Section 810, Consolidation (FASB ASC 810).
FASB ASC 805 and 810 require most identifiable assets, liabilities,
noncontrolling interests, and goodwill acquired in a business combination to be
recorded at “full fair value” and require noncontrolling interests (previously
referred to as minority interests) to be reported as a component of equity,
which changes the accounting for transactions with noncontrolling interest
holders. Both Statements are effective for periods beginning on or after
December 15, 2008, and earlier adoption is prohibited. FASB ASC 805 will be
applied to business combinations occurring after the effective date. FASB ASC
810 will be applied prospectively to all noncontrolling interests, including any
that arose before the effective date.   Other than the change in
presentation of noncontrolling interests, the adoption of FASB ASC 805 and FASB
ASC 810 has no impact on the Company’s financial statement.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities — an amendment of FASB
Statement No. 133” (“SFAS No. 161”), which required enhanced
disclosures about an entity’s derivative and hedging activities and was intended
to improve the transparency of financial reporting. Effective July 1, 2009,
SFAS No.161 and SFAS No.133 were incorporated into the ASC Section 815,
Derivatives and Hedging (FASB ASC 815). FASB ASC 815 applies to all
derivative instruments, including bifurcated derivative instruments and related
hedging items accounted for under SFAS No. 133 and its related
interpretations.  SFAS No. 161 amends and expands the disclosure
requirements of SFAS No. 133 with the intent to provide users of financial
statements with an enhanced understanding of:  (i) how and why an
entity uses derivative instruments; (ii) how derivative instruments and
related hedged items are accounted for under SFAS No. 133 and its related
interpretations; and (iii) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance and cash
flows.  The provisions of this standard do not require disclosures for
earlier periods presented for comparative purposes at initial adoption FASB
ASC 815 was effective for fiscal years and interim periods beginning after
November 15, 2008.  The Company adopted this new standard effective
January 1, 2009 (See Note 7).





NOTE
3-ACCOUNTS RECEIVABLE





Net
accounts receivable at September 30, 2009 and December 31, 2008 consisted of the
following:





September 30, 2009
                  
                  
                  December 31, 2008Accounts
      receivable-third parties
                  
                  $
                  43,349,508
                  
                  
                  $
                  3,053,380Less:
      allowance for doubtful accounts
                  
                  
                  -
                  
                  
                  
                  (305,338
                  )Total
                  
                  $
                  43,349,508
                  
                  
                  $
                  2,748,042





A bad
debt provision of $305,338 was reversed for the nine months ended September 30,
2009 as the total amount of the related accounts receivable, which was
previously provided for as of December 31, 2008 was repaid by the customer
during the nine months ended September 30, 2009. No bad debt expense provision
was required for the three and nine months ended September 30, 2009 as
management believes no accounts are uncollectible as of September 30,
2009.





The
Company’s normal credit terms to customers with well-established trading
records are six months while the Company generally requests other customers
to pay either in advance or upon delivery.





NOTE
4-INVENTORIES





Inventories
at September 30, 2009 and December 31, 2008 consisted of the
following:




September 30, 2009
                
                
                December 31, 2008Finished
      goods
                
                $
                18,921,648
                
                
                $
                20,664,930Work
      in progress
                
                
                5,044,463
                
                
                
                -Packing
      supplies
                
                
                140,796
                
                
                
                -Raw
      materials
                
                
                6,784,386
                
                
                
                -Consumables
                
                
                63,114
                
                
                
                43,263Total
                
                $
                30,954,407
                
                
                $
                20,708,193




10




NOTE
5-PROPERTY AND EQUIPMENT




Property
and equipment at September 30, 2009 and December 31, 2008 consisted of the
following:





September30, 2009
                
                
                December 31, 2008Buildings
      and structures
                
                $
                5,643,881
                
                
                $
                3,656,992Machinery
      and equipment
                
                
                1,512,775
                
                
                
                673,480Office
      equipment and furniture
                
                
                235,942
                
                
                
                85,087Vehicles
                
                
                1,816,576
                
                
                
                824,013Software
                
                
                17,198
                
                
                
                17,156Leasehold
      improvements
                
                
                219,375
                
                
                
                218,8449,445,747
                
                
                
                5,475,572Less:
      Accumulated depreciation
                
                
                485,382
                
                
                
                107,498Total
                
                $
                8,960,365
                
                
                $
                5,368,074




Depreciation
expense for the three months ended September 30, 2009 and 2008 was $137,875 and
$19,197, respectively.  Depreciation expense for the nine months ended
September 30, 2009 and 2008 was $377,369 and $107,379, respectively. As of
September 30, 2009, vehicles with an original carrying amount of $1,058,931 were
pledged as security for the long-term banks loans of $646,279 which were
provided by the banks for the purchase of the vehicles (See Note 6). An
apartment with an original carrying value of $103,681 was pledged as security
for a long-term bank loan of $72,394 which was provided by the bank for the
purchase of the apartment (See Note 6).





NOTE 6 –
LONG-TERM LOANS




From
August 2008 to September 2009, the Company financed the purchase of twenty-two
vehicles with bank loans of $646,279. The Company pledged the twenty-two
vehicles with an initial carrying amount of $1,058,931 as security for the bank
loans. The loans all have three-year terms and are paid in monthly installments.
Interest rates on the loans range from 5.40% to 14.80% annually, and are subject
to the change of the base interest rate prescribed by People’s Bank of China. In
July, 2009, the Company financed the purchase of an apartment for the use by the
Company’s management with a bank loan of $72,394. The Company pledged the
apartment with initial carrying amount of $103,681as security for the bank loan.
The loan has twenty-year term and is paid in monthly installments with interest
rate of 4.16% annually, subject to the change of the base interest rate as
prescribed by People’s Bank of China. All of these bank loans were initially
obtained by individual employees/management of the Company on behalf of the
Company. The Company and the individual employees/management entered into trust
agreements whereby the Company is subject to all the risk and ownership of the
vehicles and apartment and assumes all of the responsibility and obligations for
making the monthly payments on the bank loans. The aggregate amount of such
required payments at September 30, 2009 is as follows:




2009
                    
                    $
                    63,4512010
                    
                    
                    253,3422011
                    
                    
                    207,3422012
                    
                    
                    28,2792013
      and thereafter
                    
                    
                    88,948Total
                    
                    
                    641,362Less:
      Amount representing interest
                    
                    
                    (88,042
                    )Total
      at present value
                    
                    $
                    553,320




At
September 30, 2009, the current portion of bank loans was $211,766 which is
scheduled to be repaid on or before September 30, 2010, while the long-term
portion of the bank loans is $341,554. The Company made total payments
of $62,413, which included interest expense of $11,852, during the three
months ended September 30, 2009.




According
to the trust agreements, while the vehicles and apartment are registered under
the individuals’ name, the Company is subject to the full risks and
rewards of ownership of the vehicles and apartment, including the
rights of official use and the rights to retain the legal title of the vehicles
and apartment at the time of termination of the employment relationship with the
individual. The Company assumes the risk of loss, damage, penalty and other
obligations related to the operation and ownership of the vehicle and apartment,
including repairs and maintenance. The Company is also required to make the
initial down payment at the date of purchase and legally required to repay the
bank loans. The individuals have no right to sell, lease, lend or pledge the
vehicles or apartment to any other person or entity. Consequently, the Company
has recognized the cost of the vehicles and apartment as assets and the bank
loans as liabilities in its consolidated balance sheet.


11




NOTE 7 -
CAPITAL STOCK





Capital
stock





Concurrent
with the “Share Exchange”, the Company entered into a securities purchase
agreement on April 17, 2008 with certain investors (the “April Investors”) for
the sale in a private placement of an aggregate of 6,495,619 shares of the
Company’s common stock, par value $0.001 per share (the “April Investor Shares”)
for aggregate gross proceeds equal to $10,000,651 (the “April
Offering”).





On
September 5, 2008, the Company entered into a securities purchase agreement,
with certain investors (the “September Investors”), for the sale in a private
placement of an aggregate of 6,073,006 shares of the Company’s common
stock, par value $0.001 per share (the “September Investor Shares”) for
aggregate gross proceeds equal to approximately $9,350,000 (the “September
Offering”).





On May 8,
2009, the Company entered into a securities purchase agreement with certain
investors (the “May Investors”), for the sale in a private placement of an
aggregate of 5,834,083 shares of the Company common stock, par value $0.001 per
share (the “May Shares”) for a aggregate gross proceeds equal to $8,984,488
(the “May Offering”).





In
connection with the May Offering, the Company entered into a registration rights
agreement with the investors, in which the Company agreed to file a registration
statement with the SEC to register for resale the shares, including the shares
to be issued under the warrants (see below), within 45 calendar days of the
closing date of the May Offering, and to use its best efforts to have the
registration statement declared effective within 150 calendar days of the
closing date of the May Offering.  The Company is obligated to pay
liquidated damages of 1% of the dollar amount of the shares sold in the May
Offering per month, payable in cash, up to a maximum of 10%, if the registration
statement is not filed and declared effective within the foregoing time periods.
 Offering expenses for the issuance of the shares were $836,456, which were
recorded as a reduction of additional paid-in capital in the June 30, 2009
consolidated balance sheet.





During
three months ended September 30, 2009, several “April Investors” and “September
Investors” executed irrevocable exercise of a total number of 227,331 investor
warrants as further described below and were issued 208,832 shares of common
stock of the Company.





Warrants





Concurrent
with the “April Investor Shares”, the Company issued 1,623,905 warrants to
purchase 1,623,905 shares of the Company’s common stock (the “April Warrants”)
to the “April Investors” as an inducement to the April offering. The warrants
issued have a 5 years exercise period with an initial exercise price of $1.848.
In addition, 649,562 warrants were issued to Roth Capital Partners LLC (“Roth”)
as the placement agent with terms and exercise price identical to the warrants
issued to the April Investors.





Concurrent
with the “September Investor Shares”, the Company issued 1,518,253 warrants to
purchase 1,518,253 shares of the Company’s common stock (the “September
Warrants”) to the “September Investors” as an inducement to the September
offering. The warrants issued have a 5 years exercise period with an initial
exercise price of $1.848. In addition, 607,301 warrants were issued to Roth as
the placement agent with terms and exercise price identical to the warrants
issued to the September Investors.





On
September 12, 2008 Roth Capital executed an irrevocable cashless exercise of its
warrants and was issued 686,878 shares of common stock of the Company pursuant
to the April 17, 2008 and September 5, 2008 warrants issued to Roth as placement
agent. In exchange for the issuance of 354,987 shares, Roth surrendered 649,562
warrants received in the April Offering; and in exchange for the issuance of
331,891 shares, Roth surrendered 607,301 warrants received in the September
Offering.





Concurrent
with the offering of the “May Shares”, the Company issued to Roth Capital as the
placement agent, 246,224 warrants (“Roth May Warrants”).  The warrants
have a 5 years exercise period and an initial exercise price of
$1.848.





During
the three months ended September 30, 2009, 154,261 “September
Warrants” were exercised for $237,562 of consideration paid by a
“September Investor” to whom 154,261 shares of common stock were issued; several
“April Investors” executed irrevocable cashless exercise of 73,070 “April
Warrants” and were issued 54,571 shares of common stock.


12





According
to the terms of these warrants, the Company could be required to pay cash to the
warrant holders under certain events that are not within the control of the
Company.  Specifically, upon the occurrence of certain “fundamental
transactions” as defined, the warrant holders (but not the shareholders of the
Company’s common stock) are entitled to receive cash equal to the value of the
warrants to be determined based on an option pricing model and certain specified
assumptions set forth in the warrant agreement.  In addition, the
terms of the warrants include a “down-round” provision under which the exercise
price could be affected by future equity offerings undertaken by the
Company.  If the Company issues any common stock or common stock
equivalents, as defined, at any time the warrants are outstanding, at an
effective price less than the then warrant exercise price, the exercise price of
warrants will be reduced to the effective price of newly issued common stock or
common stock equivalents.  In the “May Offering”, the Company issued
new common stock at a price of $1.54 per share and accordingly, the exercise
price of the April Warrants and the September Warrants was reduced to $1.54 per
share.  The exercise price of Roth May Warrants ($1.848) was not
affected but will be subject to potential down-round adjustments in future
periods. As of September 30, 2009, there were 3,161,051 warrants outstanding, of
which 1,550,835, 1,363,992, 246,224 warrants will expire if unexercised by April
2013, September 2013 and May 2014, respectively.





The
potential cash payments and the down-round provision preclude the classification
of these warrants as equity classification.  Accordingly, the warrants
are accounted for as a liability and adjusted to fair value through earnings at
each reporting date starting from the issuance date. The loss resulting from the
increase in fair value of warrants was $15,836,189 and $20,905,136 for the three
and nine months ended September 30, 2009. The gain resulting from the decrease
in fair value of warrants was $3,618,579 and $1,464,256 for the three and nine
months ended September 30, 2008.





The
Company measures the fair value of the warrants based on the assumptions that
market participants would use in pricing the asset or liability and establishes
a fair value hierarchy that ranks the inputs used to measure fair value by their
reliability. The three levels of the fair value hierarchy are as
follows:




Level 1—quoted prices
(unadjusted) in active markets for identical assets or liabilities that a
company has the ability to access at the measurement date.




Level 2—inputs other than
quoted prices included within Level 1 that are observable for similar assets or
liabilities, either directly or indirectly.




Level 3—unobservable inputs
for the asset or liability. Unobservable inputs are used to measure fair value
to the extent that observable inputs are not available, thereby allowing for
situations in which there is little, if any, market activity for the asset or
liability at the measurement date.


13




The
estimated fair values of the Company’s Investor Warrants and Roth Warrants
were determined at September 30, 2008, September 30, 2009 and December 31,
2008 using Binominal Option Pricing Model with Level 2 inputs.




The
following table sets forth, by level within the fair value hierarchy, the
Company’s financial liabilities that were measured on a recurring basis at fair
value as of September 30, 2008, September 30, 2009 and December 31,
2008.





FairValueMeasurementsUsing:Quoted Prices in
                    Active Markets for
                    IdenticalFinancial
                    Assets and Liabilities
                  
                  
                  Significant Other
                    Observable Inputs
                  
                  
                  Significant
                    Unobservable InputsSeptember 30,
      2009
                  
                  Total
                  
                  
                  Level 1
                  
                  
                  Level 2
                  
                  
                  Level 3Liabilities
      at fair value:Derivative
      liabilities—warrants
                  
                  
                  22,277,122
                  
                  
                  
                  —
                  
                  
                  
                  22,277,122
                  
                  
                  
                  —




FairValueMeasurementsUsing:Quoted Prices in
                    Active Markets for
                    IdenticalFinancial
                    Assets and Liabilities
                  
                  
                  SignificantOther
                    ObservableInputs
                  
                  
                  Significant
                    Unobservable InputsDecember31,2008
                  
                  Total
                  
                  
                  Level1
                  
                  
                  Level2
                  
                  
                  Level3Liabilities
      at fair value:Derivative
      liabilities—warrants
                  
                  
                  2,107,931
                  
                  
                  
                  —
                  
                  
                  
                  2,107,931
                  
                  
                  
                  —




FairValueMeasurementsUsing:Quoted Prices in
                  Active Markets for
                  IdenticalFinancial
                  Assets and Liabilities
                
                
                Significant Other
                  Observable Inputs
                
                
                Significant
                  Unobservable InputsSeptember30,2008
                
                Total
                
                
                Level1
                
                
                Level2
                
                
                Level3Liabilities
      at fair value:Derivative
      liabilities—warrants
                
                
                2,762,470
                
                
                
                —
                
                
                
                2,762,470
                
                
                
                —





As of
September 30, 2009 the fair value of the derivative liability related
to the outstanding warrants is $22,277,122. The changes in the fair value of the
warrants are recorded through earnings and amounted to $15,836,189 and
$20,905,136 for the three and nine months ended September 30, 2009,
respectively.





The fair
values of the warrants are summarized as follows:





Fair value of Warrant per share (US$) at:
                  
                  April Warrants
                  
                  
                  September Warrants
                  
                  Roth May WarrantsDate
      of issuance
                  
                  
                  1.07
                  
                  
                  
                  2.08
                  
                  0.95September
      30, 2008
                  
                  
                  0.88
                  
                  
                  
                  0.87
                  
                  N/ADecember
      31, 2008
                  
                  
                  0.66
                  
                  
                  
                  0.68
                  
                  N/AJune
      30, 2009
                  
                  
                  2.19
                  
                  
                  
                  2.20
                  
                  2.08September
      30, 2009
                  
                  
                  7.05
                  
                  
                  
                  7.07
                  
                  6.90




14


The fair
values of the warrants as of September 30, 2009 were determined based on the
Binominal option pricing model, using the following key
assumptions:


April Offering
                    
                    
                    September
                      Offering
                    
                    
                    May OfferingExpected
      volatility
                    
                    
                    65.0
                    %
                    
                    
                    63.5
                    %
                    
                    
                    61.0
                    %Expected
      dividends yield
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %Time
      to maturity
                    
                    3.55
      years
                    
                    
                    3.93
      years
                    
                    
                    4.61
      yearsRisk-free
      interest rate per annum
                    
                    
                    2.218
                    %
                    
                    
                    2.218
                    %
                    
                    
                    2.218
                    %Fair
      value of underlying Common Shares (per share)
                    
                    
                    8.35
                    
                    
                    
                    8.35
                    
                    
                    
                    8.35




15




Escrow
shares





In
connection with the April Offering, the Company entered into an escrow agreement
with Roth as a representative of the April Investors, Tri-State Title &
Escrow LLC (the “Escrow Agent”) and Full Alliance, one of the Company’s
shareholders (the “April Escrow Agreement”), pursuant to which 2,000,000 shares
of the Company held by Full Alliance (the “April Escrow Shares”) were delivered
to the Escrow Agent. The April Escrow Shares were held for the Company’s
achievement of $10,263,919 after tax net income (“ATNI”) for the year ended
December 31, 2008 (the “2008 Net Income Threshold”). The ATNI threshold was
achieved and the Escrow Shares were released in full back to Full Alliance in
May 2009.





In
connection with the September Offering, the Company entered into an escrow
agreement with Roth, the Escrow Agent and Full Alliance (the “September Escrow
Agreement”), pursuant to which 4,000,000 shares of the Company issued to Full
Alliance in the Share Exchange (the “September Escrow Shares”) were delivered to
the Escrow Agent. Of the September Escrow Shares, 2,000,000 shares (the “Make
Good Escrow Shares”) are being held for the Company’s achievement of both 2008
and 2009 financial targets.





The
Company has achieved the 2008 financial targets which were (i) the 2008 Net
Income Threshold, and (ii) fully diluted earnings per share reported
in the Company’s 2008 Annual Report on Form 10-K/A filed with the SEC (the “2008
Annual Report”) of no less than $0.42 (the “2008 Guaranteed EPS”). The Make Good
Escrow Shares have been retained in Escrow Agent for the 2009 financial targets
which are described in the following sentence. In the event that (i) the
2009 ATNI is less than $12,649,248, or the fully diluted earnings per share
reported in 2009 Annual Report on Form 10-K filed with the SEC (the “2009 Annual
Report”) is less than $0.42, all of the 2,000,000 Make Good Escrow Shares shall
be distributed to the September Investors on a pro-rata basis, (ii) the 2009
ATNI equals or exceeds $12,649,248 and is less than $15,811,560, or the fully
diluted earnings per share reported in the 2009 Annual Report, equals or exceeds
$0.42 and is less than $0.53, then the Make Good Shares equal to the product
of  (i)(A) $15,811,560 minus the 2009 ATNI, divided by (B)
$15,811,560, and (ii) the Make Good Escrow Shares, shall be transferred to the
September Investors on a pro-rata basis, and the remaining share shall be
returned to Full Alliance, (iii) the 2009 ATNI exceeds $15,811,560, the
2,000,000 Make Good Escrow Shares will be released back to Full Alliance.
Pursuant to both April Escrow agreements and September Escrow Agreements, for
purposes of determining whether or not the ATNI has been met, the following
items shall not be deemed to be an expense, charge, or any other deduction from
revenues even though GAAP may require contrary treatment or the Annual Report
for the respective fiscal years filed with the Commission by the Company may
report otherwise: (i) any accounting charges for issuing warrants, (ii) the
release of any of the Make Good Shares to the Make Good Pledgor as a result of
the operation,  (iii) the release of any Existing Make Good Shares and
(iv) the increase in the equity ownership of the Yongye Nongfeng in excess of
1.15% in connection with the Yongye Nongfeng Restructuring, as reflected in the
provision for minority interest on the Company’s statement of operations. No
other exclusions shall be made for any non-recurring expenses of the Company,
including liquidated damages under the Transaction Documents, in determining
whether any of the 2008 and 2009 ATNI, and 2008 and 2009 EPS has been
achieved.





The
remaining 2,000,000 escrow shares are being held for the timely approval
obtained from Ministry of Agriculture of Inner Mongolia in relation to the
transfer of fertilizer license to Yongye Nongfeng from Inner Mongolia Yongye and
completion of Yongye Nongfeng’s restructuring (the “Restructuring Make Good
Shares”). The fertilizer license is issued by the Ministry of Agriculture and
provides the holder the right to manufacture and sell fertilizer products in the
PRC.  As of October 10, 2009, the Company completed the restructuring
under which the Company purchased the land use right with 79,920 square meters,
buildings and equipment from Inner Mongolia Yongye (“Yongye Nongfeng
Restructuring”) (See Note 14).





In the
event that (1) the fertilizer license has not been issued to Yongye Nongfeng by
June 30, 2009, or such later date as agreed to by the Company and the September
Investors holding a majority of the September Investor Shares at such time (the
“License Grant Date ”), or (2) the fertilizer license has been issued by the
License Grant Date, but the Yongye Nongfeng Restructuring is not completed by
the Restructuring Completion Date, the Restructuring Make Good Shares shall be
transferred in accordance with the September Escrow Agreement to the September
Investors on a pro-rata basis for no consideration. The “Restructuring
Completion Date” shall be the date that is 132 calendar days after the License
Grant Date.





The
fertilizer license was issued on June 1, 2009 by the Ministry of Agriculture to
Yongye Nongfeng in accordance with the deadline. In anticipation of the
completion of the Yongye Nongfeng Restructuring, the Company acquired the
production building from Inner Mongolia on September 16, 2009 for
$1,442,759.


16





The
purpose of the April Escrow Arrangement and September Escrow Arrangement was an
inducement made to facilitate the respective offerings, and not part of a
compensatory arrangement to management. The escrow shares will not be released
or cancelled due to the discontinued employment of any management of the
Company.


17




NOTE 8 –
STATUTORY RESERVE





The
Company’s subsidiary, Yongye Nongfeng, was required to allocate at least 10% of
its after tax profits as determined under generally accepted accounting
principal in the PRC to a statutory surplus reserve until the reserve balance
reaches 50% of their registered capital. For the nine months ended September 30,
2009 and 2008, Yongye Nongfeng made appropriations to this statutory reserve of
$2,328,546 and $783,084, respectively. The accumulated balance of the statutory
reserve at Yongye Nongfeng as of September 30, 2009 and December 31, 2008 were
$3,536,458 and $1,207,912, respectively.





In
accordance with the PRC laws and regulations, Yongye Nongfeng is restricted in
its ability to transfer a portion of its net assets to Yongye International,
Inc. in the form of dividends, which amounted to $3,536,458 as of September
30, 2009.





NOTE 9 –
INCOME TAXES





The
Company’s effective income tax rates excluding the non-taxable / non-deductible
effect of the gain / loss in fair value of warrants issued to April Investors
and September Investors were 25.89% and 4.78% for the three-month
period ended September 30, 2009 and 2008, respectively and 25.13% and 5.82% for
the nine-month period ended September 30, 2009 and 2008, respectively.
Income tax expense mainly consists of foreign income tax at statutory rates and
the effects of permanent differences. According to the approval from the
tax authority in the city level of Hohhot in Inner Mongolia Autonomous Region,
Yongye Nongfeng was assessed to use the deemed profit method to determine the
amount of income tax provision for the year ended December 31, 2008 which was
based on 1.25% on its gross revenue. The deemed profit method is not applicable
to Yongye Nongfeng for the year ending December 31, 2009. With effective from
January 1, 2009, Yongye Nongfeng applied the statutory income tax rate of 25% on
its assessable income in accordance with the relevant income tax rules and
regulations of the PRC.





The
Company has a deferred tax asset on net operating losses of approximately
$498,074 as of September 30, 2009. The ultimate realization of
deferred tax assets depends on the generation of future taxable income during
the periods in which those net operating losses are available. The Company
considers projected future taxable income and tax planning strategies in making
its assessment. At present, the Company does not have a sufficient operation in
the United States to conclude that it is more-likely-than-not that the Company
will be able to realize all of its tax benefits in the near future and therefore
a valuation allowance of $498,074 was established for the full value of the
deferred tax asset.




A
valuation allowance will be maintained until sufficient positive evidence exists
to support the reversal of any portion or all of the valuation allowance. Should
the Company start operation in the United States in future periods with
supportable trend, the valuation allowance will be reversed
accordingly.




NOTE 10 –
LEASE COMMITMENTS





The
Company entered into an operating lease to secure an office space in Beijing,
PRC. The lease term for the Beijing office is from January 1, 2008 to
December 31, 2010. The lease expense for the Beijing office was $57,909 and
$165,448 for the three and nine months ended September 30, 2009, respectively.
The lease expense for the Beijing office was $57,809 and $154,238 for the three
and nine months ended September 30, 2008, respectively. Future minimum lease
payments under non-cancellable operating lease agreement at September 30, 2009
are as follows:





December
      31, 2009
                  
                  $
                  57,939December
      31, 2010
                  
                  
                  231,512Total
                  
                  $
                  289,451




NOTE 11 –
RELATED PARTY TRANSACTIONS AND BALANCES




For the
three and nine months ended September 30, 2009, the Company's subsidiary, Yongye
Nongfeng purchased inventories from Inner Mongolia Yongye amounting to $0 and
$37,923,422, respectively. For the three months and nine months ended September
30, 2008, Yongye Nongfeng purchased inventories from Inner Mongolia Yongye
amounting to $ 6,128,774 and $23,597,523, respectively.





18


As of
September 30, 2009 and December 31, 2008, accounts payable related party
were $5,424,246 and $46,739, respectively, and represented the payable for the
purchases of inventories from Inner Mongolia Yongye. Due from related party was
$192,741 as of December 31, 2008 which represented the payment the Company made
on behalf of Inner Mongolia Yongye for audit fees and research and development
fees in the year ended December 31, 2008. For the nine months ended September
30, 2009, the Company sold products of $2,220,083 to Hubei Longshangxing
Xinnongcun Fuwu Youxiangongsi, which is 51% owned by Inner Mongolia Yongye, for
the sale of fulvic acid plant based products.





As of
September 30, 2009, the amount due to a related party was $1,443,489 which
mainly represented the payable for the purchase of production buildings from
Inner Mongolia Yongye (See note 1).





For the
nine months ended September 30, 2008, the Company borrowed $1,638,581 from
Yin Ping, the wife of CEO Mr. Zishen Wu, $762,524 from Inner Mongolia Yongye and
$10,000 from Kim McElroy, a director of the Company who resigned in April 2008.
The amounts are unsecured and non-interesting bearing, and were repaid in full
as of December 31, 2008.





In March
2009, Yongye Nongfeng purchased machinery and equipment, vehicles and office
equipment in the amount of $940,531 from Inner Mongolia Yongye. In September
2009, Yongye Nongfeng purchased production buildings in the amount of $1,442,750
from Inner Mongolia Yongye (See Note 1).


19




Yongye
Nongfeng and Inner Mongolia Yongye entered a series of lease-exchange
arrangement to lease land, buildings and equipment to and from each other as
follows:





·
            On
      June 1, 2008, a land lease agreement was entered into in which Yongye
      Nongfeng would lease land of 74,153 square meters from Inner Mongolia
      Yongye from June 1, 2008 to May 31, 2009. On June 1, 2009, upon the
      expiry of this agreement, Yongye Nongfeng and Inner Mongolia Yongye
      entered into another lease agreement in which Yongye Nongfeng would lease
      a land of 79,920 square meters and a production building from Inner
      Mongolia Yongye from June 1, 2009 to October 10,
  2009.




·
            On
      September 28, 2008, a building lease agreement and an equipment lease
      agreement were entered into in which Inner Mongolia Yongye would lease a
      building and certain equipment from Yongye Nongfeng from September 28,
      2008 to September 27, 2009, which was terminated on June 1,
      2009.




·
            On
      March 15, 2009, an equipment lease agreement was entered into in which
      Inner Mongolia Yongye would lease a set of production equipment from
      Yongye Nongfeng from March 15, 2009 to May 31, 2009. On June 1, 2009,
      this lease agreement was
terminated.





Pursuant
to these agreements, both Yongye Nongfeng and Inner Mongolia Yongye did not
charge any rental to each other for the lease.  Additionally, the
estimated rental income to be received and the rental expense to be paid by the
Yongye Nongfeng are not material to the Company’s 2009 and 2008 results of
operations and therefore have not been included.





NOTE 12 -
NET (LOSS)/INCOME PER SHARE




The
following table sets forth the computation of basic and diluted (loss)/income
per share for the periods indicated:





Three months ended
                        
                        
                        Ninemonths endedSeptember 30, 2009
                        
                        
                        September 30, 2008
                        
                        
                        September 30, 2009
                        
                        
                        September 30, 2008Numerator
      used in basic net (loss)/ income per share:Net
      (loss)/income attributable to Yongye International, Inc.
                        
                        
                        (7,041,265)
                        
                        
                        
                        8,089,596
                        
                        
                        
                        2,309,692
                        
                        
                        
                        13,677,458Decrease
      in fair value of derivative liabilities
                        
                        
                        -
                        
                        
                        
                        (3,618,579)
                        
                        
                        
                        -
                        
                        
                        
                        (1,464,256)Numerator
      used in diluted net income per share
                        
                        
                        (7,041,265)
                        
                        
                        
                        4,471,017
                        
                        
                        
                        2,309,692
                        
                        
                        
                        12,213,202Shares
      (denominator):Weighted
      average ordinary shares outstanding-basic
                        
                        
                        32,730,054
                        
                        
                        
                        21,594,470
                        
                        
                        
                        29,926,052
                        
                        
                        
                        17,194,563Plus:
      weighted average incremental shares from assumed exercise of
      warrants
                        
                        
                        -
                        
                        
                        
                        1,213,286
                        
                        
                        
                        -
                        
                        
                        
                        505,184Weighted
      average ordinary shares outstanding used in computing
      diluted net income per ordinary share
                        
                        
                        32,730,054
                        
                        
                        
                        22,807,756
                        
                        
                        
                        29,926,052
                        
                        
                        
                        17,699,747Net
      (loss)/income per ordinary share-basic
                        
                        
                        (0.22)
                        
                        
                        
                        0.37
                        
                        
                        
                        0.08
                        
                        
                        
                        0.80Net
      (loss)/income per ordinary share-diluted
                        
                        $
                        (0.22)
                        
                        
                        $
                        0.20
                        
                        
                        $
                        0.08
                        
                        
                        $
                        0.69




20





As of
September 30, 2009, the Company had 3,161,051 ordinary shares equivalents
outstanding that could potentially dilute basic income per share in the future,
but which were excluded in the computation of diluted income per share in the
periods presented, as their effect would have been anti-dilutive.





NOTE 13 -
CONCENTRATIONS AND CREDIT RISKS




At
September 30, 2009 and December 31, 2008, the Company had a credit risk exposure
of cash in banks of approximately $3,508,408 and $4,477,477, respectively that
is uninsured by the government authority. To limit exposure to credit risk
relating to deposits, the Company primarily places cash deposits only with large
financial institution in the PRC with acceptable credit rating.





Five
major customers accounted for 92% and one major customer accounted for 51% of
the Company’s net revenue for the three months ended September 30, 2009. Five
major customers accounted for 83% and one major customer accounted for 31% of
the Company’s net revenue for the nine months ended September 30, 2009. Five
major customers accounted for 99% and one major customer accounted for 65% of
the Company’s net revenue for the three months ended September 30, 2008. Five
major customers accounted for 97% and one major customer accounted for 41% of
the Company’s net revenue for the nine months ended September 30, 2008. The
Company’s total sales to five major customers were $26,724,973 and $73,451,769
for the three and nine months ended September 30, 2009, respectively. The
Company’s total sales to five major customers were $18,091,398 and $43,766,085
for the three and nine months ended September 30, 2008, respectively. In
addition, all these major customers are distributors in the PRC agriculture
industry.


21




Three months ended September 30, 2009
                                
                                Nine months ended September 30, 2009Largest
                                  Customers
                                
                                Province
                                
                                Amount of
                                  Sales
                                
                                % Total
                                  Sales
                                
                                Largest
                                  Customers
                                
                                Province
                                
                                Amount of
                                  Sales
                                
                                % Total
                                  SalesCustomer A
                                
                                Jiangsu,
      Shanxi, Liaoning, Guangdong and Henan
                                
                                
                                14,840,002
                                
                                51
                                %
                                Customer C
                                
                                Hebei
                                
                                
                                27,230,124
                                
                                31
                                %Customer
      B
                                
                                Inner
      Mongolia
                                
                                
                                4,614,438
                                
                                16
                                %
                                Customer
      B
                                
                                Inner
                                  Mongolia
                                
                                
                                15,902,407
                                
                                18
                                %Customer
      C
                                
                                Hebei
                                
                                
                                3,672,634
                                
                                13
                                %
                                Customer
      A
                                
                                Jiangsu,
      Shanxi, Liaoning, Guangdong and Henan
                                
                                
                                14,840,002
                                
                                17
                                %Customer
      D
                                
                                Hubei
                                
                                
                                1,900,374
                                
                                6
                                %
                                Customer
      F
                                
                                Xinjiang
                                
                                
                                9,775,088
                                
                                11
                                %Customer
      E
                                
                                Shandong
                                
                                
                                1,697,525
                                
                                6
                                %
                                Customer
      G
                                
                                Xinjiang
                                
                                
                                5,704,148
                                
                                6
                                %Total
                                
                                
                                
                                
                                26,724,973
                                
                                92
                                %
                                Total
                                
                                
                                
                                
                                73,451,769
                                
                                83
                                %




Three months ended September 30, 2008
                                              
                                              Nine months ended September 30, 2008Largest
                                                Customers
                                              
                                              Province
                                              
                                              Amount of
                                                Sales
                                              
                                              % Total
                                                Sales
                                              
                                              Largest
                                                Customers
                                              
                                              Province
                                              
                                              Amount of
                                                Sales
                                              
                                              % Total
                                                SalesCustomer C
                                              
                                              Hebei
                                              
                                              11,824,157
                                              
                                              
                                              65
                                              %
                                              Customer C
                                              
                                              Hebei
                                              
                                              18,697,216
                                              
                                              41
                                              %Customer
      F
                                              
                                              Xinjiang
                                              
                                              3,834,862
                                              
                                              
                                              21
                                              %
                                              Customer
      F
                                              
                                              Xinjiang
                                              
                                              13,108,763
                                              
                                              29
                                              %Customer
      B
                                              
                                              Inner
      Mongolia
                                              
                                              1,158,951
                                              
                                              
                                              6
                                              %
                                              Customer
      H
                                              
                                              Gansu
                                              
                                              5,633,389
                                              
                                              13
                                              %Customer
      E
                                              
                                              Shandong
                                              
                                              639,144
                                              
                                              
                                              4
                                              %
                                              Customer
      B
                                              
                                              Inner
                                                Mongolia
                                              
                                              4,708,453
                                              
                                              10
                                              %Customer
      H
                                              
                                              Gansu
                                              
                                              634,284
                                              
                                              
                                              3
                                              %
                                              Customer
      E
                                              
                                              Shandong
                                              
                                              1,618,264
                                              
                                              4
                                              %Total
                                              
                                              
                                              
                                              18,091,398
                                              
                                              
                                              99
                                              %
                                              Total
                                              
                                              
                                              
                                              43,766,085
                                              
                                              97
                                              %




The
Company’s operations are carried out in the PRC. Accordingly, the Company’s
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC as well as by the general
state of the PRC’s economy. The business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation, among other things.





NOTE 14 –
SUBSEQUENT EVENTS





The April
Offering in 2008 and September Offering in 2008 included the issuance of
warrants to purchase shares


of our
common stock (See Note 7). 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
with net proceeds of approximately $237,561. Roth, the placement


agent
also exercised the 246,224 warrants received in the May Offering in 2009 for
198,247 shares of common


stock.
Approximately 990,518 warrants remain outstanding after these
transactions.





On
October 9, 2009, Yongye Nongfeng obtained a bank loan of $2,925,003
(RMB20,000,000) with annual interest rate of 5.31% and the term of twelve
months. Buildings of $2,718,110 and land use right of $4,188,750 initial
carrying value were pledged for the bank loan.


22


On
October 10, 2009, the Company completed the Yongye Nonfeng Restructuring,
whereby the Company acquired the land use right related to the manufacturing
plant buildings from Inner Mongolia Yongye. Prior to this date and past of the
process to complete the Yongye Nongfeng Restructuring, the Company acquired
certain productive assets, including equipment and the manufacturing buildings
from Inner Mongolia Yongye (See note 1 and note 7). The consideration paid
for assets acquired from Inner Mongolia Yongye (the “Yong Ye Assets
Acquisition”) consisted of cash of $4.7 million and the transfer of the
Company's 4.5% equity interests in Yongye Nonfeng. On October 10, 2009, the
Company transferred 4.5% of its equity interest in Yongye Nongfeng to Inner
Mongolia Yongye.  The main purpose of the Company to acquire these
productive assets is to expand the Company’s manufacturing
business.





The
Company will account for the Yong Ye Assets Acquisition as a business
combination under ASC 805 whereby the Company will recognize and measure the
identifiable assets acquired (including any intangible assets) and any
liabilities assumed.  Management has determined that the acquisition
date for this business combination was the closing date or on October 10, 2009,
which is the date when all conditions precedent to the closing were met,
including obtaining all the required licenses and permits from the PRC
government to operate the Yong Ye Assets, obtaining approvals from the PRC
government, and on which the Company legally transferred the equity interest in
Yongye Nongfeng to Inner Mongolia Yongye.





The
initial accounting for the business combination is incomplete, as the Company is
in the process to finalize the fair values of 4.5% equity interest in Yongye
Nongfeng and intangible assets acquired, if any. Upon the finalization of the
purchase price allocation and the fair value of the consideration transferred,
the Company will recognize any goodwill resulting from this business
combination.


23




ITEM 2.
            Management’s Discussion and
      Analysis of Operations and Financial
  Conditions.




The
following discussion of the financial condition and results of operations should
be read in conjunction with the consolidated financial statements and related
notes thereto. Except as otherwise indicated or as the context may otherwise
require, all references to “we”, “the Company”, “us” and “our” refer to Yongye
International, Inc. (f/k/a Yongye Biotechnology International, Inc.) and its
consolidated subsidiaries. The following discussion contains forward-looking
statements. The words or phrases “would be,” “will allow,” “expect to”, “intends
to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,”
“estimate,” or similar expressions are intended to identify forward-looking
statements. Such statements include those concerning our expected financial
performance, our corporate strategy and operational plans. Actual results could
differ materially from those projected in the forward-looking statements as a
result of a number of risks and uncertainties, including: (a) those risks and
uncertainties related to general economic conditions in China, including
regulatory factors that may affect such economic conditions; (b) whether we are
able to manage our planned growth efficiently and operate profitable operations,
including whether our management will be able to identify, hire, train, retain,
motivate and manage required personnel or that management will be able to
successfully manage and exploit existing and potential market opportunities; (c)
whether we are able to generate sufficient revenues or obtain financing to
sustain and grow our operations; and (d) whether we are able to successfully
fulfill our primary requirements for cash which are explained below under
“Liquidity and Capital Resources”. Unless otherwise required by applicable law,
we do not undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.




Company
Overview




On April
17, 2008, we entered into a share exchange agreement (the “Exchange Agreement”)
with Fullmax Pacific Limited, a company organized under the laws of the British
Virgin Islands (“Fullmax”), the shareholders of Fullmax (the “Shareholders”),
who together owned shares constituting 100% of the issued and outstanding
ordinary shares of Fullmax (the “Fullmax Shares”), and our principal shareholder
(the “Principal Shareholder”). Pursuant to the terms of the Exchange Agreement,
the Shareholders transferred to us all of the Fullmax Shares in exchange for the
issuance of 11,444,755 (the “Exchange Shares”) shares of our Common Stock (the
“Share Exchange”). As a result of the Share Exchange, Fullmax became our wholly
owned subsidiary and at that time, the Shareholders acquired approximately 84.7%
of our issued and outstanding common stock.




Prior to
the Share Exchange, we were a public “shell” company with nominal assets. We
were incorporated in the State of Nevada on December 12, 2006 and were engaged
in the business of offering sunless tanning services and selling tanning
lotions. In 2008, we began to pursue an acquisition strategy, whereby we sought
to acquire an undervalued business with a history of operating revenues in
markets that provide room for growth.




Following
the Share Exchange, we changed our name to Yongye Biotechnology International,
Inc. and through our Cooperative Joint Venture subsidiary, Yongye Nongfeng
Biotechnology Co. Ltd. (“Yongye Nongfeng”), are engaged in the research and
development, manufacturing, distribution and sales of fulvic acid based liquid
and powder nutrient compounds used in the agriculture industry.




Our
headquarters is in Beijing, China and additional administrative offices and our
manufacturing unit are located in Hohhot, Inner Mongolia, China. Currently, we
sell two lines of products, both based on our fulvic acid compound base: a plant
nutrition liquid compound and animal nutrition powder which is a food additive.
Our products start with our proprietary fulvic acid base which is extracted from
humic acid, and to which we add other natural substances to customize the base
for use in our plant and animal product lines. Our plant products add naturally
occurring macro and micro nutrients such as nitrogen, phosphorus, potassium,
boron and zinc. Our animal products add natural herbs which help to reduce
bacterial inflammation (mastitis) in cows. It also assists most animals digest
food more completely and thus be more healthy. Based on industry research and
government testing, we believe our proprietary technology for fulvic acid
extraction creates some of the purest and most effective fulvic acid base on the
market in China today. We believe our fulvic acid has a very light weight
molecular composition, which may improve the overall permeability of cell walls,
thus it allowing more complete transport of nutrients across plant membranes,
and effectively strengthening the overall health of plants. We believe our
proprietary process for extracting fulvic acid from humic acid and our patented
process for mixing our plant nutrient and patent pending process for mixing our
animal nutrient are key differentiators in the market. We believe this will help
us ensure that we have a high quality product that we can control from
procurement of raw materials to final production. We believe this also ensures
our products provide reliable and predictable results from season to
season.


24




In 2008,
we sold approximately 5,100 tons of plant product (427,200 units), which
represented 93% of revenue at USD $44.8M. We also sold approximately 6 tons of
our animal product (approximately 98,000 units). This represented 7% of our
total revenue or USD $3.25M. Yongye’s top 3 provinces by revenue for 2008
represented 82% of sales and were Hebei at $20,541,267 (43%), Xinjiang at
$13,177,694 (27%) and Gansu at $ 5,663,011 (12%). By the end of 2008, our
manufacturing partner’s capacity enabled us to sell approximately 10,000 ton per
annum of Shengmingsu product. These facilities run at almost full capacity to
meet peak season demands and store inventory for next year. On average, our
Shengmingsu products sell for approximately $10,000 per ton.




Recent
Developments




On June
11, 2009, we formed a corporation under the laws of the State of Nevada called
“Yongye International, Inc.” (“Merger Sub”) and Yongye Biotechnology
International, Inc. acquired one hundred of the shares of Merger Sub’s common
stock for nominal cash. On June 23, 2009, Merger Sub was merged with and into
Yongye Biotechnology International, Inc. As a result of the merger, Merger Sub
ceased to exist and our corporate name was changed from “Yongye Biotechnology
International, Inc.” to “Yongye International, Inc.” Except for the name change
provided for in the Agreement and Plan of Merger, there was no change in our
directors, officers, ownership structure or business.




On May 8,
2009, we entered into a securities purchase agreement (the “May Purchase
Agreement”), with certain “accredited investors” (the “May Investors”) as such
term is defined in the Securities Act of 1933, as amended (the “Securities
Act”), for the issuance and sale of an aggregate of 5,834,083 shares of our
Common Stock (the “May Shares”) for aggregate gross proceeds of approximately
$8,984,488 (the “May Offering”). In connection with the May Offering, we entered
into a registration rights agreement with the May Investors, in which we agreed
to file a registration statement with the SEC to register for resale the May
Shares and the Warrant Shares issuable upon the exercise of warrants issued to
Roth as placement agent of the offering to purchase up to 246,224 shares of
Common Stock (the “May Warrant Shares”), within 45 calendar days of the closing
date of the May Offering, and to use our best efforts to have the registration
statement declared effective within 150 calendar days of the closing date of the
May Offering.  We are obligated to pay liquidated damages of 1% of the
dollar amount of the May Shares sold in the May Offering per month, payable in
cash, up to a maximum of 10%, if the registration statement is not filed and
declared effective within the foregoing time periods.




The May
Shares and May Warrant Shares were issued in reliance upon the private placement
exemption from registration, Section 4(2) of the  Securities Act, due
to the limited number of offerees and subsequent purchasers, the nature of
activity by our placement agent, the availability and extent of information
available to the offerees and subsequent purchasers, and the representations
obtained by such subsequent purchasers regarding their financial sophistication
and intent with respect to future transfers of such securities.





On
October 9, 2009, Yongye Nongfeng obtained a bank loan of $2,925,003
(RMB20,000,000) with annual interest rate of 5.31% and the term of twelve
months. Buildings of $2,718,110 and land use right of $4,188,750 initial
carrying value were pledged for the bank loan.





On
October 10, 2009, the Company completed the Yongye Nonfeng restructuring,
whereby the Company acquired the land use right related to the manufacturing
plant buildings from Inner Mongolia Yongye. Prior to this date and past of the
process to complete the Yongye Nongfeng restructuring, the Company acquired
certain productive assets, including equipment and the manufacturing buildings
from Inner Mongolia Yongye. The consideration paid for assets acquired from
Inner Mongolia Yongye consisted of cash of $4.7 million and the transfer of the
Company's 4.5% equity interest in Yongye Nonfeng. On October 10, 2009, the
Company transferred 4.5% of its equity interest in Yongye Nongfeng to Inner
Mongolia Yongye.  The main purpose of the Company to acquire these
productive assets is to expand the Company’s manufacturing
business.





The
Company will account for the Yong Ye assets acquisition as a business
combination whereby the Company will recognize and measure the identifiable
assets acquired (including any intangible assets) and any liabilities
assumed.  Management has determined that the acquisition date for this
business combination was the closing date or on October 10, 2009, which is the
date when all conditions precedent to the closing were met, including obtaining
all the required licenses and permits from the PRC government to operate the
Yong Ye assets, obtaining approvals from the PRC government, and on which the
Company legally transferred the equity interest in Yongye Nongfeng to Inner
Mongolia Yongye.





The
initial accounting for the business combination is incomplete, as the Company is
in the process to finalize the fair values of 4.5% equity interest in Yongye
Nongfeng and intangible assets acquired, if any. Upon the finalization of the
purchase price allocation and the fair value of the consideration transferred,
the Company will recognize any goodwill resulting from this business
combination.


25




Factors
affecting our operating results




Demand
for Our Products




One major
tenet of the PRC government’s 11th Five-Year National Economic and Social Plan
(the “NESDP”) (2006-2010) is the focus towards developing China’s western
region. This is one of the top-five economic priorities of the nation. The goal
is to increase rural income growth which will in turn increase demand for more
food and agriculture products. Currently, a large majority of our products are
sold in this western region and we hope that this government focus will increase
our opportunity to sell more plant and animal nutrients to farmers who have to
keep up with the demand for higher quantity and higher quality of
products.




According
to the Asian Development Bank statistics, well over 60% of the nation’s total
population of 1.3 billion people is comprised of low-income, rural farmers.
According to the NESDP (2006-2010), raising the level of rural income is a top
economic and social goal for the country. Many government initiatives, including
removal of certain agricultural and local product taxes, have been implemented
to spur rural income development. The government expects annual rural income to
grow between 5% and 10% through 2010 (according to a study issued by the Chinese
Academy of Sciences, in April 2009). Additionally, according to the National
Population and Family Planning Commission, China’s population will reach 1.5
billion by 2030. Therefore, the country has the challenge of producing
approximately 100 million more tons of crops needed to feed the additional 200
million people, which has put pressure on the agricultural system to increase
production capacity.




Supply
of Finished Goods




Before
June 1, 2009, we purchased our finished goods from our main supplier, Inner
Mongolia Yongye and then sold them through our distribution system. In order to
generate greater profit margins, we set out to control our cost of goods sold
and have put into place a fixed rate contract with our main supplier. Each
quarter we will go through a review process with our supplier to adjust the
fixed rate for the next quarter. We have not received any rate increases in
2008, or to date in 2009. Starting from June 1, 2009, we commenced the
manufacturing of our product as part of the restructuring process. The Company
obtained the building and land use right from Inner Mongolia on September 16,
2009 and October 10, 2009, respectively.




Earthquake
in Sichuan




The
earthquake in Sichuan was a devastating event in the recent history of China.
While the impact was felt all the way to Beijing, the disruption of business and
the ensuing relief efforts were largely contained to the province itself and
mainly to the areas nearest the epicenter. Because of this, the impact to our
business was minimal. China’s Agriculture Minister Sun Zhengcai said in an
interview with Xinhua that, “The earthquake will not change the nation-wide
situation of agricultural production this year since local output of the
affected area is quite small compared to that of the whole country,” Sun
acknowledged that, “The damage was mainly to planted crops and livestock,” he
said, adding an urgent harvesting and planting effort has helped minimize the
impact and which had no national implications.” Furthermore, he said that “food
security remains guaranteed.”




Seasonality




Our
Shengmingsu products faces seasonality similar to other companies in our sector.
In general, the first and fourth quarters are typically our slowest quarters and
in 2008 we brought in approximately 20% and 6% respectively of our total net
sales in these quarters. The second and third quarters drive the bulk of our
overall sales with 36% and 38% respectively of the year’s net
sales.




26




Drought




In the
last half year of 2008, it was widely reported that China faced substantial
drought conditions in important agricultural areas (as noted by The Economist in
its “China’s Dry Patch” article dated February 6, 2009). This led many to the
conclusion that this weather condition would have an overall negative impact on
China’s annual agricultural output for 2008 and potentially for 2009 which would
then have an impact on our company’s revenue. At the time, we did not believe
this to be the case and set out to corroborate this with related government
agencies, our sales and support staff, distributors, and branded store network
owners in our provincial locations. We then gathered localized information about
ways the drought might impact our distributors, their customers and our end
users and found that they believed it would not create an impact on their sales
and thus on our revenue for 2008. We also do not believe it will impact our
sales activities in 2009 at this point in time.




In the
ensuing months after the initial reports, there were several key events which
occurred to mitigate some of the impact of the drought conditions faced by the
farmers such as additional governmental spending on increased efforts to
irrigate land using other water sources and additional rainfall which fell on
once drought impacted areas in northern China, as reported in Xinhua on February
9, 2008. The State Flood Control and Drought Relief Headquarters reported that
there was a reduction of farmland affected because of these key events (Xinhua
February 9, 2008). The government has also begun their stimulus injections into
the agriculture community to help ward off the affects of any drought induced
financial hardships (as reported in USA Today, February 8, 2009).




Additionally,
we believe that several market conditions also bode well for us in the sales of
our plant product during this time. Overall, the drought has impacted northern
China and primarily large field crop growers such as wheat, corn and soy bean.
Currently, our distributors concentrate on selling to farmers who grow economic
crops such as tomatoes, celery, turnips, and carrots though in Xinjiang province
our product is used on larger farms where field crops are grown such as Lajiao
peppers. Additionally, in all drought situations, we believe that the drought
resistant nature of our plant product will actually benefit crops because of the
increased water retention characteristics of our product. Internal research has
shown that fulvic acid has the ability to strengthen plant cells and root
systems which then allows plants to retain water more effectively and use it
more efficiently. This, along with other mitigating factors discussed above,
should help us minimize the impact of the 2008 fall and winter drought on our
sales in our current market area.




Agriculture
Sector




Agriculture
continues to be a heavily invested sector in China. Brand name investors
continue to invest into China’s agriculture space because they have confidence
in China’s long term outlook. The market volume for agriculture products is
large, both for domestic sales and export and there is no set threshold for
foreign investment into the sector as opposed to other industries, such as
energy, finance, mining, and telecommunications. This is driven by the growing
demand for higher quality food products domestically and international reliance
on food products from China. Currently, China is the world’s biggest grower and
consumer of grains and yet must boost crop yields by at least 1 percent a year
to ensure the country has enough food to feed its 1.3 billion people, according
to the Minister of Agriculture, Sun Zhengcai (China Economic Net, July 21,
2008). Additional policy changes will include protecting farmland and working to
increase rural incomes to retain farming interest.




The goal
is to maintain self-sufficiency in food production because no other country can
feed the world’s biggest population, according to Sun.  ”Our strategy
must be based on stable farmland, and seeking ways to improve yields,” Sun said
in a speech to local officials, outlining the government’s near- and long-term
agriculture policy and objectives. China, which harvested more summer crops,
aims also to boost grain and oilseed output this year, Sun said. To ensure next
year’s crops, officials must “stabilize” area planted in winter wheat and use
idle land in the off season to grow rapeseed, Sun said.




This
growth, however, does not come without challenges and China has faced many of
these with regards to the continued concern over the quality of milk and eggs
sold both domestically and internationally in the dairy industry.  We
believe that the government is making every effort to bring back consumer
confidence in these domestically produced products and overall this will bring
about an even stronger industry once planned new licensing and safety procedures
have been put into place.




New
Land Reform Policy




Farmland
in China is owned by the local government, but given to local farmers under 30
year use contracts. With the allure of higher incomes and better living
conditions in the city, farmers have abandoned the land and no others farmers
have stepped in to bring it back into production. This has created a shortage of
a key raw material in the agricultural supply chain productive land. The
government has acknowledged this issue and recently enacted a new land use
reform policy which liberalizes the exchange of land among the nation’s farmers.
This creates a new model for China’s 730 million farmers with the idea being to
create more stable farmland by shifting the country away from the single
household farm plot model to the amalgamation of larger-scale operations which
should be more productive due to technology and economies of scale. Farmers will
be able to transfer their land-use rights to others through a new market system
for rural land-use rights. Chinese authorities commented that, “Without
modernizing agriculture, China cannot modernize; without stability and
prosperity in rural areas, China cannot have stability and prosperity. These
changes are enacted to “ensure national food security and the supply of major
agricultural products, and promote increases in agricultural production, farm
incomes and rural prosperity.” (China’s Ongoing Agriculture Modernization, USDA,
April 2009)


27


RESULTS
OF OPERATIONS


Summary
Statement of Operations Data





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


28




THREE
MONTHS ENDED SEPTEMBER 30, 2009 COMPARED WITH THREE MONTHS ENDED


SEPTEMBER
30, 2008




Net
Sales





Sales of
$29,279,473 in the third quarter of 2009 was an increase of $11,076,533 from
$18,202,940 in the same period in 2008, which was an overall increase of 61% in
revenue.




This
increase was driven by increased end-user demand throughout our market area and
included the growth of several new test markets added throughout 2009 which then
created demand from our distribution channels and ultimately from our
direct customers, which are provincial level distributors.





Gross
profit increased 78% over the prior period, which was an increase to $15,844,147
from $8,923,996, or $6,920,151, over the period ended September 30,
2008.





Gross
margin increased between the two periods to 54% from 49%, or an overall 5%
increase in margin due to the economies of scale of the company and the
commencement of manufacturing business.




Cost
of Goods Sold




Cost of
goods sold for the three months ended September 30, 2009 was $13,435,326 which
is 46% of revenues. This is an increase of $4,156,382 over the previous period
which represents a 45% increase overall. As a percent of revenue, this
represented a decrease of 5% when compared with the corresponding period in
2008, which was 51%. The cost of goods sold as percentage of revenue for the
third quarter of 2009 the economies of scale of the company and the
commencement of manufacturing business. Additionally, raw materials are
kept at stable prices due to long-term contracts.




Sales
by Product Line




The
revenue of our plant product increased to $29,276,377 from $18,185,009 or 61% in
the three months ended September 30, 2009 and the revenue of our animal product
decreased to $3,096 from $17,931, or 83% in the three months ended September 30,
2009 compared to the same period in 2008.




Selling,
General and Administrative Expenses




Selling,
general and administrative (“SG&A”) expenses increased by $116,071 to
$4,009,790 in the three months ended September 30, 2009 from $3,893,719 in the
previous period in 2008. As a percentage of sales for the three months ended
September 30, 2009, SG&A decreased 7% to 14% as compared to 21% of net sales
in the three months ended September 30, 2008 due in part to a decrease of
$1,264,962 in advertising expenses which resulted from a more efficient use of
advertising resources; a slight decrease in freight expenses of $314,902; an
increase in salaries and professional fees of $693,575; an increase in travel
expenses of $413,333 and office expense of $360,100.




Research
and Development




Additionally,
we incurred $69,871 of research and development fees in the three
months ended September 30, 2009 as compared to $0 in the three months ended
September 30, 2008. This is a planned continued increase in the scope of our
business as contemplated in the cooperation agreement when Yongye Nongfeng was
established and will enable the Company to further develop the Shengmingsu brand
of products.




Loss/gain
on change in fair value of warrants




The
warrants issued in April Offering, September Offering and May Offering were
treated as derivative liabilities and measured at fair value through earnings.
The change in fair value during the three months ended September 30, 2009
resulted in a charge to Consolidated Statement of Income of
$15,836,189.  The increase in fair value of the warrants was primarily
due to the increase in our stock price from $3.61 per share at June 30, 2009 to
$8.35 at September 30, 2009.  Such change in fair value of the
warrants resulted in a gain of $3,618,579 for the three months ended September
30, 2008.


29




Income
Tax




The
Company did not carry on any business and did not maintain any branch office in
the United States during the three-month period ended September 30, 2009 and
2008. Therefore, no provision for withholding or U.S. federal income taxes on
the undistributed earnings, if any, of the Company has been made.




The
Company’s effective income tax rates excluding the non-taxable / non-deductible
effect of the gain / loss in fair value of warrants issued to April Investors
and September Investors were 25.89% and 4.78% for the three-month period ended
September 30, 2009 and 2008, respectively. According to the approval from the
local tax authority, Yongye Nongfeng was assessed to use the deemed profit
method to determine the amount of income tax provision for the year ended
December 31, 2008 which was based on 1.25% on its gross revenue. The deemed
profit method is not applicable to Yongye Nongfeng for the year ending December
31, 2009. With effective from January 1, 2009, Yongye Nongfeng applied the
statutory income tax rate of 25% on its assessable income in accordance with the
relevant income tax rules and regulations of the PRC. For the three months ended
September 30, 2009, the Company’s income tax expense was $3,089,047 and income
tax payable as of September 30, 2009 was $7,288,478 as compared respectively to
$227,537 and $414,997 for the three months ended September 30,
2008.




Net
(Loss)/Income





Net
income for the three months ended September 30, 2009 decreased by $15,130,861 to
$(7,041,265) from $8,089,596 in the same period ended September 30, 2008, which
was a 187% decrease. This also represented an overall decrease in net margin of
68% in the three months ended September 30, 2009 to -24% as compared to 44% in
the same period ended 2008.




The
decrease in our net margin is due to the combining effect of the improvement in
our gross profit, the loss on change in fair value of warrants issued, the
increase of our income tax expenses, the addition of R&D into our business
scope and the increase in selling expenses, as described above.




NINE
MONTHS ENDED SEPTEMBER 30, 2009 COMPARED WITH NINE MONTHS ENDED


SEPTEMBER
30, 2008




Thus far,
in the nine months ended September 30, 2009 we have seen an increase of
$42,797,213 in net sales over the same period in 2008 or a 95% growth rate. This
demonstrates the results of our expanding distribution network among our eleven
main provincial sales, particularly in central and southern provinces in the
third quarter.





Net
Sales





Sales of
$87,986,792 in the nine months ended September 30, 2009 was an increase of
$42,797,213 from $45,189,579 in the same period in 2008, which was an overall
increase of 95% in revenue. This increase was driven by increased end-user
demand throughout our eleven province market area and included the growth of
several new test markets added in 2009 which then created greater pull through
of product from our distribution channels and ultimately through our direct
customers which are provincial level distributors.





Gross
Profit





Gross
profit also increased almost 100% over the prior period, which was an increase
from $23,491,615 to $46,711,982, or $23,220,367, over the nine months ended
September 30, 2008. Our gross margin increased slightly to 53% in the nine
months ended September 30, 2009 compared to 52% in the same period ended
September 30, 2008 due to the economies of scale of the company and the
commencement of manufacturing business.


30





Cost
of Goods Sold





Cost of
goods sold for the nine months ended September 30, 2009 was $41,274,810 which is
47% of revenues. This is an increase of $19,576,846 over $21,697,964 in the
previous period which represents a 90% increase overall. However, as a percent
of revenue, this represented and decrease of 1% when compared with the
corresponding period in 2008, which was 48%.  This was mainly due to
the economies of scale of the company and the commencement of manufacturing
business. Additionally, raw materials are kept at stable prices due to long-term
contracts.




Sales by
Product Line




The
revenue of our plant product increased 93% and the revenue of our animal product
increased 22% in the
nine months ended September 30, 2009 compared to the same period in
2008.




Selling,
General and Administrative Expenses





SG&A
expenses increased by $5,508,183 to $14,211,504 in the nine months ended
September 30, 2009 from $8,703,321 in the previous period in 2008, which was a
63% increase. As a percentage of sales for this nine months ended September 30,
2009, SG&A decreased by 3% to 16% of net sales as compared to 19% in the
nine months ended September 30, 2008 mainly due to a more efficient use of
advertising resources. Overall increases included, and increase in advertising
expenses of $3,747,652; increase in salaries of $821,083; and an increase
in freight costs of $291,099 and traveling expenses of $520,375.




Research
and Development




Additionally,
we incurred $1,482,888 of research and development fees in the nine months ended
September 30, 2009 as compared to $0 in the nine months ended September 30,
2008. This is a planned increase in the scope of our business as contemplated in
the cooperation agreement when Yongye Nongfeng was established and will enable
the Company to further develop the Shenmingsu brand of products.




Loss
on change in fair value of warrants





The
warrants issued in April Offering, September Offering and May Offering were
treated as derivative liabilities and measured at fair value through
earnings.  The change in fair value during the nine months ended September
30, 2009 resulted in a charge to Consolidated Statement of Income of
$20,905,136.  The increase in fair value of the warrants was
primarily due to the increase in our stock price from $1.60 per share at
December 31, 2008 to $8.35 at September 30, 2009.  Such gain for the
nine months ended September 30, 2008 was $1,464,256.




Income
Tax




The
Company did not carry on any business and did not maintain any branch office in
the United States during the nine-month period ended September 30, 2009 and
2008. Therefore, no provision for withholding or U.S. federal income taxes on
the undistributed earnings, if any, of the Company has been made.




The
Company’s effective income tax rates excluding the non-taxable / non-deductible
effect of the gain / loss in fair value of warrants issued to April Investors
and September Investors were 25.13% and 5.82% for the nine-month period ended
September 30, 2009 and 2008, respectively. According to the approval from the
local tax authority, Yongye Nongfeng was assessed to use the deemed profit
method to determine the amount of income tax provision for the year ended
December 31, 2008 which was based on 1.25% on its gross revenue. The deemed
profit method is not applicable to Yongye Nongfeng for the year ending December
31, 2009. With effective from January 1, 2009, Yongye Nongfeng applied the
statutory income tax rate of 25% on its assessable income in accordance with the
relevant income tax rules and regulations of the PRC. For the nine months ended
September 30, 2009, the Company’s income tax expense was $7,836,270 and income
tax payable as of September 30, 2009 was $7,288,478 as compared respectively to
$822,302 and $414,997 for the nine months ended September 30,
2008.


31




Net
Income





Net
income for the nine months ended September 30, 2009 decreased by $11,367,766 to
$2,309,692 from $13,677,458 in the same period ended September 30, 2008, which
was a 83% decrease. This also represented an overall decrease in net margin of
27% in the nine months ended September 30, 2009 to 3% as compared to 30% in the
same period ended 2008.




The
decrease in our net margin is due to the combining effect of the improvement in
our gross profit, the loss on change in fair value of warrants issued, the
increase of our income tax expenses, the addition of R&D into our business
scope and the increase in selling expenses, as described above.




Liquidity
and Capital Resources




The
Company has historically financed its operations and capital expenditures
principally through paid-in capital by common stockholders, shareholder loans
and bank loans. As is customary in the industry, we provide credit terms to most
of our distributors which typically exceed the terms that we receive from our
suppliers, in particular, during the three months ended September 30, 2009, we
extended the normal credit terms for those customers with well-established
trading from three months to six months, due to the expansion of our business
and significant increase in purchase from customers. Therefore, the Company’s
liquidity needs have generally consisted of working capital necessary to finance
receivables and raw material and finished goods inventory. We believe that our
existing cash, cash equivalents and from the proceeds of the May Offering and
our new bank borrowings will be sufficient to meet our anticipated future cash
needs for the remaining growing season. We may, however, require additional cash
resources due to changing business conditions or other future developments,
including any investments or acquisitions we may decide to pursue. Therefore,
there can be no assurance that such additional investment will be available to
us, or if available, that it will be available on terms acceptable to
us.




In
summary, our cash flows were:




Net cash
used in operating activities decreased by 16% in the nine months ended September
30, 2009 or $1,277,409 to $6,841,755 from $8,119,164 for the period ended
September 30, 2008. These changes were mainly brought by the significant
increase of $42,797,213 in sales resulting in an increase of $10,872,805 in net
income excluding changes in fair value of derivative liabilities which was
offset by $19,642,017 increase in accounts receivable and $8,143,462
increase in cash used for inventory. In addition, due to the higher sales, the
Company purchased more from its suppliers, resulting in higher cash provided by
accounts payable to both related party and third parties by $12,015,533. Cash
provided by income tax payable also increased by $6,780,629 due to the
increase in Yongye Nongfeng’s profit before income tax and income tax
rate.




The
changes described above were generally due to the fact that our largest
customers typically pay us in 6 months after we ship products to them which is
done according to the terms set in the agreement with them.  Because
we are constrained by the seasonal forces and the elongated payment terms of the
agriculture industry, we slowly build up accounts receivable starting in the
first quarter and more rapidly add to this throughout the peak season of the
second and third quarter. As the end of the year approaches, we typically have
had the ability to collect a great deal of our receivables so as to start the
new year with a much lower balance. Additionally, due to the seasonal nature of
the agriculture industry, the peak season for the sale of our product is in the
second and third quarters of the year.  We normally build up inventory
in the first and fourth quarters to prepare for shipments to customers as they
order product for the peak selling season in the second and third
quarters.  The significant increase in the balance of inventory we
typically experience is in line with our business practices.




Net cash
used in investing activity decreased by $960,275 or 27% to $2,655,816 in the
period ended September 30, 2009 compared to $3,616,091the same
period ended in 2008. It was because our large investment in property, plant and
equipments of $3,493,192 and intangible assets of $122,899 when Yongye Nongfeng
was founded for the nine months September 30, 2008, while investment in
property, plant and equipments for the nine months ended September 30, 2009 was
$2,655,816.


32




Net cash
provided by financing activities decreased by $9,653,865, or 53% to $8,540,155
in the period ended September 30, 2009 which was mainly due to the May offering
which raised $8,984,488 in proceeds while the April Offering and September
Offering in 2008 raised a total of $19,350,650.




Working
capital at September 30, 2009 increased by $8,158,102 to $31,429,342 from
$23,271,240 or 35% over September 30, 2008.





Summary
consolidated balance sheet data:




September 30, 2009
                  
                  
                  December 31, 2008Cash
                  
                  $
                  3,508,408
                  
                  
                  $
                  4,477,477Accounts
      Receivable, net
                  
                  
                  43,349,508
                  
                  
                  
                  2,748,042Inventory
                  
                  
                  30,954,407
                  
                  
                  
                  20,708,193PP&E,
      net
                  
                  
                  8,960,365
                  
                  
                  
                  5,368,074Total
      assets
                  
                  
                  87,605,298
                  
                  
                  
                  34,504,261Total
      current liabilities
                  
                  
                  47,127,879
                  
                  
                  
                  5,769,494Long
      term debt
                  
                  
                  341,554
                  
                  
                  
                  230,121Total
      equity
                  
                  $
                  40,135,865
                  
                  
                  $
                  28,504,646


33




Property,
plant and equipment increased by $3,592,291, or 67% to $8,960,365 at September
30, 2009 from $5,368,074 at December 31, 2008, which was largely due to the
purchase of buildings for $1,442,750 and the acquisition of equipment for
$577,191 from Inner Mongolia Yongye, the construction of buildings and
structures for $544,446, and 23 newly acquired vehicles for
$1,010,174.




Total
current liabilities increased by $41,358,385 to $47,127,879 at September 30,
2009 from $5,769,494 at December 31, 2008, which was largely due to the
increase of 20,169,191 in fair value of warrants issued to April Investors,
September Investors and Roth resulting from the significant increase of our
stock price; accounts payable of $12,006,390 and income taxes payable of
$7,069,112, both of which increases were due to the significant increase in
sales and subsequent increased purchases of inventories and increased taxes
payable due to the increase in the Company’s statutory tax rate; and due to a
related party Inner Mongolia Yongye of $1,443,489 which is the unpaid
consideration for the buildings we acquired from it.




Total
equity increased by $ 11,631,219 to $40,135,865 at the end of September 30,
2009, compared to $28,504,646 at December 31, 2008. The increase in our total
equity was primarily due to increase in paid in capital of $9,115,603 which
was mainly from the May Offering, and increase in retained earnings
$2,309,692 due to the net profit earned during the period.





Accounts
receivable Days Sales Outstanding here is defined as average accounts receivable
for the period divided by net sales per day and increased 22 days to 126 days
for the three months ended September 30, 2009 from 104 days in the same period
ended 2008, because key distributors are using our credit terms to drive
additional sales. The Accounts receivable Days Sales Outstanding increased by 84
days to 126 days for the three months ended September 30, 2009 from 42 days in
the three months ended June 30, 2009 primarily due to our slowest season in the
first quarter resulting in a lower accounts receivable balance and our change in
the credit period from three months to six months starting from the third
quarter. Days Sales in Inventory here is defined as average inventory divided by
cost of sales per day and increased by 162 days to 198 days in the three months
ended September 30, 2009 from 36days in the same period
ended 2008 because we started to carry all inventories after we completed the
restructuring process while significant amount of inventory was carried by Inner
Mongolia Yongye before.




Foreign
Currency Translation and Transactions




The
financial position and results of operations of the Company’s Chinese
subsidiaries are determined using the local currency (Chinese Yuan) as the
functional currency, while the reporting currency is the US dollar. Assets and
liabilities of the subsidiaries are translated at the prevailing exchange rate
in effect at each period end. Contributed capital accounts are translated using
the historical rate of exchange when capital is injected. Income statement
accounts are translated at the average rate of exchange during the period.
Translation adjustments arising from the use of different exchange rates from
period to period are included in the cumulative translation adjustment account
in equity. Gains and losses resulting from foreign currency transactions
denominated in other than the functional currency are included in operations as
incurred. Such gains and losses were immaterial for the three months ended
September 30, 2009 and 2008.




The PRC
government imposes significant exchange restrictions on fund transfers out of
the PRC that are not related to business operations. These restrictions have not
had a material impact on the Company because it has not engaged in any
significant transactions that are subject to the restrictions.




Impact
of inflation




We are
subject to commodity price risks arising from price fluctuations in the market
prices of the raw materials. We have generally been able to pass on cost
increases through price adjustments. However, the ability to pass on these
increases depends on market conditions influenced by the overall economic
conditions in China. We manage our price risks through productivity improvements
and cost-containment measures. We do not believe that inflation risk is material
to our business or our financial position, results of operations or cash flows
at this time.


34




Off
Balance Sheet Arrangements




We do not
have any off-balance sheet arrangements and accordingly, no such arrangements
are likely to have a current or future effect on our financial position,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources.




ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




Not
required.




ITEM
      4.
            CONTROLS
      AND PROCEDURES




Not
required.





ITEM
4T. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Disclosure
Controls and Procedures





The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be
disclosed in reports filed by the Company under the Securities Exchange Act of
1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and
regulations and that such information is accumulated and communicated to our
management, including its Principal
Executive Officer and Chief Financial Officer, as appropriate, to allow for
timely decisions regarding required
disclosure. Our Principal Executive Officer and Chief Financial Officer
evaluated, with the participation of other
members of management, the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rule
15d-15(e)), as of the end of the period covered by this Quarterly Report on Form
10-Q. Based on this evaluation,
our Principal Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls
and procedures were effective.





Primarily,
we have engaged an outside consulting firm to assist us in the implementation of
SOX 404 compliance controls
and procedures and we have concluded the review and testing of all the key
business cycles. This has been done to
provide assurance that our unaudited consolidated financial statements included
in this quarterly report were prepared
in accordance with generally accepted accounting principles (“GAAP”) and fairly
present, in all material respects,
our financial position, results of operations and cash flows for the periods
presented in conformity with GAAP. The
result of the last testing process has concluded that there are no material
weakness in our internal controls
over financial reporting.





Specifically,
this project has included implementing controls over sales and receivables,
inventory, purchasing and payments,
production cost accounting, financial reporting and taxes, currency and capital
management, expense management,
fixed asset management and overall management controls. We believe that the
foregoing actions, as they have
been implemented, have improved our internal control over financial reporting,
as well as our disclosure controls
and procedures. Our management, with the oversight of our audit committee, will
continue to identify and take
steps to remedy known material weaknesses as expeditiously as possible and
enhance the overall design and capability
of our control environment.





Although
the management of our Company, including the Principal Executive Officer and the
Chief  Financial Officer, believes that our disclosure controls and
internal controls currently provide reasonable assurance that our
desired control objectives have been met, management does not expect that our
disclosure controls or internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of
a control system must reflect the fact that there are resource constraints, and
the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within our Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The
design of any system of controls is also based in part upon certain assumptions
about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potentialfuture
conditions.


35





Changes
in Internal Controls over Financial Reporting





During
the period covered by this quarterly report on Form 10-Q, except for the
actions  taken above there was no change in our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.




PART
II.




OTHER
INFORMATION




ITEM
      1.
            LEGAL
      PROCEEDINGS




None.




ITEM
      1A.
            RISK
      FACTORS




As a
smaller reporting company, the Company is not required to make disclosures under
this Item 1A.




ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS




None.




ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES




None.




ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS




None.




ITEM
      5.
            OTHER
      INFORMATION




None.




ITEM
      6.
            EXHIBITS





Exhibit No.
              
              Description10.1
              
              Loan
      Agreement dated October 9, 2009 by and between Inner Mongolia Yongye
      Nongfeng Biotechnology Co. Ltd. and Hohhot Branch of China Citic
      Bank.10.2
              
              Maximum
      Mortgage Agreement dated October 9, 2009 by and between Inner Mongolia
      Yongye Nongfeng Biotechnology Co. Ltd. and Hohhot Branch of China Citic
      Bank.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  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.


36




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.By:
                  /s/
      Zishen WuName:
      Zishen WuNovember
      13, 2009
                  
                  Title:
      Chief Executive Officer and President (Principal
                    Executive
      Officer)By:
                  /s/
      Sam YuName:
      Sam YuTitle:
      Chief Financial Officer (Principal Financial and
                    Accounting
      Officer)


37