UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


(Amendment
No. 2)





(Mark
One)





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





For the
quarterly period ended June 30, 2008





or





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




For the
transition period from ____________ to ___________.





Commission
File Number 000-51200





Yongye
International, Inc.


(Exact
Name of Small Business Issuer as Specified in Its Charter)





Nevada
              20-8051010(State
      or other Jurisdiction of
              (I.R.S.
      EmployerIncorporation
      or Organization)
              Identification
      No.)


6th Floor, Suite 608, Xue Yuan
International Tower,No.


1 Zhichun
Road, Haidian District Beijing, PRC


(Address
of Principal Executive Office)





(Former
address of Principal Executive Office, if changed since last
report)


+86 10
8232 8866


(Issuer’s
Telephone Number, Including Area Code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ý
No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈(Do not check if a
      smaller reporting company)
              Smaller
      reporting company ý





Indicate by check mark whether the
registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Noý





As of
August 14 , 2008, 20,000,374 shares of common stock, par value $.001 per share,
were issued and outstanding.









EXPLANATORY
NOTE
 
 We are
filing this Quarterly Report on Form 10-Q/A (the “Amendment”) to amend Part I,
Item 4T, Controls and Procedures, in the original Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission (“SEC”). This Amendment has
been filed to update the disclosure contained in such Item to reflect
management’s conclusions regarding such matters following certain restatements
of our financial statements.


PagePart
      I: Financial Information:Item 4T
      - Controls and Procedures
                          
                          
                          3Exhibits
                          
                          
                          5Signatures
                          
                          
                          6




2


Item
4T-  Controls and Procedures


Evaluation
of Disclosure Controls and Procedures
 
 In connection with the preparation of
the quarterly report on Form 10-Q/A for the quarter ended June 30, 2008, we
carried out a re-evaluation of the effectiveness of our disclosure controls and
procedures, which are defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act of 1934 (the “Act”). Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Act is accumulated and communicated to the issuer’s management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
 
 Based on
this re-evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures were not effective as of
June 30, 2008 because of the material weakness described under “Management’s
Report on Internal Control over Financial Reporting” in our amended Annual
Report on Form 10-K/A filed with the SEC on November 9, 2009.
 3
 
 Changes
in Internal Controls over Financial Reporting
 
 Except as
otherwise discussed herein, there have been no changes in our internal control
over financial reporting identified in connection with the evaluation required
by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Act that occurred
during the quarter ended June 30, 2008 that has materially affected, or is
reasonably likely to materially, affect, our internal control over financial
reporting.




4


ITEM
6          EXHIBITS
 
 Exhibit
      No.
                
                Description31.1
                
                Certification
      of the Chief Executive Officer (Principal Executive Officer) pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
                
                Certification
      of the Chief Financial Officer (Principal Financial Officer) pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
                
                Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.


5




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.




Dated:
November 9, 2009





YONGYE
      INTERNATIONAL, INC.By:
                  /s/
      Zishen WuZishen
      WuPresident
      and CEOBy:
                  /s/
      Sam
      YuSam
      YuChief
      Financial
Officer


6