Longhai Steel, Inc. (fka LGHS)

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LGHS .. FORM 424B3 filed .. March 22, 2013

http://www.otcmarkets.com/stock/LGHS/filings

This prospectus relates to 2,560,006 shares of common stock that may be sold from time to time by the selling stockholders named in this prospectus, which includes:

 1,600,003 shares of common stock; and 
 960,003 shares of common stock issuable to the selling stockholders upon the exercise of warrants.

We will not receive any proceeds from the sales by the selling stockholders, but we will receive funds from the exercise of warrants held by the selling stockholders, if exercised for cash.

Our common stock is quoted on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority, Inc. under the symbol “LGHS.” The closing bid price for our common stock on February 22, 2013 was $0.20 per share, as reported on the OTC Bulletin Board.

Any participating broker-dealers and any selling stockholders who are affiliates of broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The selling stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common stock.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is March 22, 2013.

http://www.investopedia.com/terms/s/sec-form-424b3.asp

Definition of 'SEC Form 424B3'
The prospectus form that a company is required to file, detailing the information that created a significant change from previously-supplied information provided in the company's prior prospectus filed with the SEC. Companies are required to file prospectus form 424B3 in accordance with Rule 424(b)(3) of the Securities Exchange Act of 1933.

Investopedia explains 'SEC Form 424B3'
The Securities Exchange Act of 1933 was created to help investors make informed decisions by requiring securities issuers to complete and file registration statements (including financial and material information) with the SEC before making an issue available for purchase by the public. Often, registration statements filings required under the Securities Exchange Act of 1933 are also registration statements under the Investment Company Act of 1940.

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