UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q/A


(Amendment
No. 2)




(Mark
One)




x
            Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended June 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.)6th 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. YesoNox





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). * Yeso  Noo  *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 filero
            Accelerated
      fileroNon-accelerated
      filero
        (Do not check if a smaller reporting company)
            Smaller
      reporting companyx




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




As of
August 18, 2009, there were 32,781,065 shares of common stock, par value $.001
per share, 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 matter following certain restatements of our
financial statements.


PagePart
      I: Financial Information:Item
      4T - Controls and Procedures
                                                                                                
                                                                                                3Signatures
                                                                                                
                                                                                                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, 2009, we carried out a re-evaluation of the
effectiveness of our disclosure controls and procedures, which are defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934 (the “Act”).
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
  Based on
this re-evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures were not effective as of
June 30, 2009 because of the material weakness described under “Management’s
Report on Internal Control over Financial Reporting” in our amended Annual
Report on Form 10-K/A filed with the SEC on November 9, 2009.
 
 3
 
 Changes
in Internal Controls over Financial Reporting
 
 During
the quarter ended June 30, 2009, we recruited Mr. Sam Yu to act as our Chief
Financial Officer, which provided additional accounting resources to us to
fulfill U.S. GAAP reporting requirements, and implemented changes to our
accounting policies and procedures to identify and evaluate the impact of escrow
shares on the calculation of earnings per share. We also
assembled an audit committee, appointed an independent director to act as chair
of the audit committee and the board of directors adopted an audit committee
charter which assists us in compliance with applicable regulations regarding the
design, review and performance of the company’s disclosure controls and
procedures, and internal control over financial reporting systems and
procedures. Additionally, we engaged an outside SOX 404 consulting firm to
assist us in the implementation of internal control systems and procedures in
preparation for our SOX 404 audit compliance requirement.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, 2009 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  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.





Yongye
      International, Inc.Dated:
      November 9, 2009
            By:
            /s/ Zishen
      WuName:
      Zishen WuTitle:
      Chief Executive Officer and President (Principal
              Executive
      Officer)By:
            /s/ Sam
      YuName:
      Sam YuTitle:
      Chief Financial Officer (Principal Financial and
              Accounting
      Officer)





6