Fuqi International 10K/A 2008 Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended: December 31, 2008

¨	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: 001-33758

Fuqi International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

20-1579407

(I.R.S. Employer

Identification No.)

5/F., Block 1, Shi Hua Industrial Zone Cui Zhu Road North Shenzhen, 518019 People’s Republic of China		N/A
(Address of principal executive offices)		(Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: +86(755)2580-1888

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	NASDAQ Global Market

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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. (Check one):

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2008 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $85.4 million based on the closing price of the registrant’s common stock on The Nasdaq Global Market of $8.76 per share.

There were 22,005,509 shares of common stock outstanding as of March 31, 2009.

DOCUMENTS INCORPORATED BY REFERENCE: None.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends and restates Item 9A and Item 15 with respect to the Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 31, 2009 (the “Original Filing). As a result of this Amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to our Original Filing have been revised, re-executed and re-filed as of the date of this Amendment. Except as stated in this Amendment, this Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the Original Filing, or to modify or update those disclosures affected by subsequent events unless otherwise indicated in this report. This Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original Filing, including any amendments to those filings.

ITEM 9A. CONTROLS AND PROCEDURES.

(A) Disclosure Controls and Procedures

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) under the Securities Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008. As discussed in more detail below, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of December 31, 2008, due to the material weaknesses that we identified in internal control over financial reporting, specifically related to period-end closing process and revenue recognition in improper periods.

(B) Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making its assessment, management used the criteria described in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The assessment excluded the internal controls over financial reporting relating to substantially all of the assets and operations of the Temix Companies that we acquired on August 7, 2008, as described in note 2 to the Consolidated Financial Statements, and their combined financial statements constitute 11.2 percent of total assets, 1.7 percent of revenues, and (2.8) percent of net income of the consolidated financial statement amounts as of December 31, 2008 and for the year then ended. Pursuant to guidance issued by the SEC, a company can exclude a material acquired business’s internal controls from management’s report on internal control over financial reporting in the first year of acquisition if it is not possible to conduct an assessment of an acquired business’s internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a control deficiency, or a combination of control deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

Management’s assessment identified two material weaknesses as of December 31, 2008, as described below.

We did not maintain effective control over the period-end closing process. Due to the insufficient number of qualified resources, we were unable to timely and accurately complete our work needed to close our books and prepare financial statements in accordance with accounting principles generally accepted in the United States of America. This control deficiency resulted in significant amounts of audit adjustments to our 2008 financial statements. In addition, this control deficiency could result in a material misstatement to annual or interim financial statements that would not be prevented or detected. Accordingly, management determined that this control deficiency constitutes a material weakness.

As indicated in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2007, management concluded that we did not maintain effective internal audit function due to the lack of qualified internal auditors who are familiar with internal audit, and we did not implement adequate and proper supervisory review to ensure that the significant internal control deficiencies can be detected or prevented. We remedied this significant deficiency in 2008 through our engagement of a professional advisory firm at the beginning of 2008 to perform a substantial part of the internal audit function and the Company’s subsequent formation of an internal control department headed by a qualified and experienced internal control manager and an internal control staff to implement the internal control functions.

As indicated in Item 9A of the 2007 Form 10-K, we also concluded in that our ineffective control over the period-end closing process constituted a significant deficiency as of December 31, 2007. Management’s assessment of the deficiency as of December 31, 2008 resulted in a conclusion that the deficiency constituted a material weakness. Management’s assessment of the control deficiency over the period-end closing process as of December 31, 2007 and 2008 considered the same factors, which included:

the number of adjustments proposed by our independent auditors during our quarterly review and annual audit processes;

the significance of the audit adjustments impact on the overall financial statements;

how appropriately we complied with the accounting principles generally accepted in the U.S. (“GAAP”) on transactions;

how accurately we prepared supporting information to provide to our independent auditors on a quarterly and annual basis; and

whether we prepared our information during the closing process significantly in accordance with the timeline set forth in our financial reporting cycle in order to meet our filing deadlines.

Based on the above factors, management concluded that the control deficiency escalated from a significant deficiency as of December 31, 2007 to a material weakness as of December 31, 2008 due to the significant increase in the volume of transactions in 2008, in combination with our insufficient number of qualified resources in our China operations and insufficient staff in our U.S. reporting team. As a result, the control deficiency in our period-end closing process impacted us more during 2008 than in 2007. Additionally, the number of audit adjustments increased substantially in 2008 over 2007, which had a much larger impact on our overall financial statements in 2008 as compared to those in 2007. Due to the worsening of the control deficiency in the period-end closing process, in combination with our inability to maintain effective control over the revenue cycle with revenue recognition, as described below, we were unable to meet our original filing deadline for our 2008 Form 10-K without filing a request for an extension on Form 12b-25.

We did not maintain effective control over the revenue cycle with revenue recognition. We did not properly perform and follow the control procedures set forth in the revenue cycle. This control deficiency resulted in significant amounts of sales not being recorded in the proper periods. Accordingly, management determined that this control deficiency constitutes a material weakness.

Management determined that the deficiencies existing as of December 31, 2008 increased the likelihood that a misstatement of the Company’s financial statements would not be prevented or detected in 2008 and, therefore, that such deficiencies in combination constituted a material weakness in 2008. Based on our management’s assessment of the effectiveness of our internal control over financial reporting, our management has concluded that, as of December 31, 2008, the Company’s internal control over financial reporting was not effective as a result of the aforementioned material weaknesses.

The material weaknesses identified above resulted in many adjustments to the financial statements categories. The more significant adjustments are related to revenue from wholesale, which were primarily related to significant amounts of revenues not being recorded in the proper periods. In addition, the significant amounts of revenue not being recorded in the proper periods also give rise to corresponding adjustments to accounts receivable and value added taxes receivable. Furthermore, there were significant adjustments to cost of sales and inventories. These adjustments were primarily caused by incorrect inventory costing method applied by our China accounting team.

As a result of the large number of adjustments to several financial statement categories, particularly to revenues, cost of sales and accounts receivable, inventories, and value added taxes receivable, management concluded the effect of the material weaknesses had a pervasive impact on our internal control over financial reporting and the reliability of our financial reporting and could result in us not being able to meet our regulatory filing deadlines.

Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008 has been audited by Stonefield Josephson, Inc., an independent registered public accounting firm, as stated in their report which is included under “Report of Independent Registered Public Accounting Firm.”

Remediation Measures of Material Weaknesses

The Company identified three significant deficiencies in its internal control over financial reporting as of December 31, 2007 in its Form 10-K for the year ended December 31, 2007 and set forth various measures to remediate these deficiencies. We remediated the issue in regards with our inability to maintain effective internal audit function in 2008 through our engagement of a professional advisory firm at the beginning of 2008 to perform a substantial part of the internal audit function and the Company’s subsequent formation of an internal control department headed by a qualified and experienced internal control manager and an internal control staff to implement the internal control functions. We also implemented additional controls to accurately and consistently identify required adjustments through period-end account analysis and detailed reconciliation processes. We also hired a US qualified accountant in January 2008 with relevant accounting experience, skills and knowledge in the preparation of financial statements under the requirements of US GAAP and financial reporting disclosure under the requirement of SEC rules.

We hired additional accounting staff based on our evaluation of the sufficiency of local financial and accounting staff in 2008. We implemented enhanced training programs on accounting principles and procedures for our accounting staff. We also standardized the monthly and quarterly data collection timetable and procedures and assigned data collection responsibilities to certain designated personnel. We engaged a professional advisory firm in February 2008 and outsourced part of the internal audit function. In April 2008, we hired an internal audit staff accountant to assist us in improving the internal audit function. We hired a qualified and experienced Internal Audit Manager in January 2009 to implement the internal audit function, and provided additional training to this internal auditor on appropriate controls and procedures necessary to document and evaluate our internal control procedures.

Although we implemented each of the remediation measures identified in our 10-K for the year ended December 31, 2007, we were unable to remediate our deficiency regarding our ineffective control over the period-end closing process. As discussed above, we identified our ineffective control over the period-end closing process as a material weakness as of December 31, 2008 due to the reasons stated in the previous paragraphs. In order to remediate this material weakness, as well as our material weakness related to our ineffective control over the revenue cycle with revenue recognition, we have implemented the following measures in 2009 as indicated:

We have increased efforts to enforce internal control procedures. We have started restructuring our China financial department and clarifying the responsibilities of key personnel in order to increase communications and accountability. Under the new procedures, non-routine transactions are identified and presented to senior financial management when discovered to ensure proper accounting treatment. We will seek opportunities to provide additional technical resources in order to improve the quality of the reviews of underlying financial information related to certain significant transactions. We will continue to review and assess the effectiveness of the restructuring and make modifications accordingly in an effort to improve the effectiveness of our control procedures.

We have hired and will continue to hire additional qualified financial personnel for the accounting department to further strengthen our China financial reporting function. In 2009, we hired 4 additional personnel in our accounting and finance department.

We will continue to evaluate our existing staff and make modifications as necessary, in addition to providing additional training on accounting principles and internal control procedures for our existing staff. We have also required all personnel in our China financial department to obtain additional accounting certifications.

We continually review and improve our standardization of our monthly and quarterly data collection, analysis, and reconciliation procedures. To further improve the timeliness of data collection, we are selecting and will install new point of sale systems and enterprise resource planning systems for our wholesale and retail operations. We have also implemented a variety of manual review procedures, such as an extensive review of journal entry postings into the accounting system, a thorough review of account reconciliation, and a detailed review by our U.S. reporting team of the trial balance from our China entity, to ensure the completeness and accuracy of the underlying financial information.

We have increased the level of communication and interaction among sales department, production department, PRC accounting team and other external advisors. In addition, our Chief Financial Officer and US GAAP team are becoming increasingly involved with the financial accounting and reporting process in China and are monitoring such processes. For example, we will relocate a portion of the US GAAP team from our Hong Kong office to our Shenzhen offices to strengthen the local accounting and reporting processes.

We are in the process of expanding the internal control functions and honing related policies and procedures. As referenced above, we hired a qualified and experienced Internal Audit Manager, who commenced work in January 2009. We also plan to allocate and transfer additional resources to the internal audit department for the purpose of enhancing the internal audit function.

We believe that we are taking the steps necessary for remediation of the material weaknesses identified above, and we will continue to monitor the effectiveness of these steps and to make any changes that our management deems appropriate.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Fuqi International, Inc.

Shenzhen, China

We have audited Fuqi International, Inc. and its subsidiaries (“the Company”)’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting on the assets and operations of Shanghai Tian Mei Jewelry Co. Ltd. and Beijing Yinzhong Tian Mei Jewelry Co. Ltd. (collectively referred to as “Temix”) which were acquired on August 7, 2008 and whose financial statements constitute 11.2% of total assets, 1.7% of net revenues, and (2.8)% of net income of the consolidated financial statement amounts as of December 31, 2008 and for the year then ended. Accordingly, our audit did not include the internal control over financial reporting at Temix. Fuqi International, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Report of Management on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

●

The Company did not maintain effective control over the period-end closing process. Specifically, due to the insufficient number of qualified resources, the Company was unable to timely and accurately complete its work needed to close its books and prepare financial statements in accordance with accounting principles generally accepted in the United States of America. This control deficiency resulted in significant amounts of audit adjustments to the Company's 2008 financial statements. In addition, this control deficiency could result in a material misstatement to annual or interim financial statements that would not be prevented or detected. Accordingly, management determined that this control deficiency constitutes a material weakness.

●

The Company did not maintain effective control over the revenue cycle with revenue recognition. The Company did not properly perform and follow the control procedures set forth in the revenue cycle. This control deficiency resulted in significant amounts of revenues not being recorded in the proper periods.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2008 of the Company and this report does not affect our report on such financial statements and financial statement schedules.

In our opinion, management’s assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2008, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, because of the effect of the material weaknesses described above on the achievement of the control objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2008 and 2007 and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows and the related financial statement schedules for each of the years in the three-year period ended December 31, 2008, of Fuqi International, Inc., and our report dated March 30, 2009 expressed an unqualified opinion.

/s/ Stonefield Josephson, Inc.

Wanchai, Hong Kong

March 30, 2009

Due to the implementation of the remedial measures to address the material weaknesses as described above, in addition to the designing, planning, and integration of the internal controls over financial reporting for Temix, there were changes in our internal controls over financial reporting during the fourth quarter of fiscal 2008 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this annual report on Form 10-K.

2. Financial Statement Schedules: See “Schedule I – Condensed Financial Information of Registrant” and “Schedule II—Valuation and Qualifying Accounts” from page F-38 to F-43 of the Financial Statements of this annual report on Form 10-K.

3. Exhibits: The exhibits listed in the accompanying “Index to Exhibits” are filed or incorporated by reference as part of this Form 10-K/A.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shenzhen, People’s Republic of China, on May 12, 2009.

	FUQI INTERNATIONAL, INC.

	By:	/s/ Yu Kwai Chong
		Name Yu Kwai Chong
		Title: Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Yu Kwai Chong	Chief Executive Officer and President (Principal Executive Officer)	May 12, 2009
Yu Kwai Chong

/s/ Ching Wan Wong	Chief Financial Officer and Director (Principal Financial Officer and Accounting Officer)	May 12, 2009
Ching Wan Wong

*	Chief Operating Officer and Director	May 12, 2009
Lie Xi Zhuang

*	Director	May 12, 2009
Lily Lee Chen

*	Director	May 12, 2009
Eileen B. Brody

*	Director	May 12, 2009
Victor A. Hollander

*	Director	May 12, 2009
Jeff Haiyong Liu

____

* By:	/s/ Yu Kwai Chong
	Yu Kwai Chong, as Attorney in Fact

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
2.1		Share Exchange Agreement dated November 20, 2006 by and between Fuqi International, Inc., a Delaware corporation (f/k/a VT Marketing Services, Inc.) (the “Registrant”) and Fuqi International Holdings Ltd., a British Virgin Islands company (incorporated by reference from Exhibit 2.1 to the Registrant’s Form 10 filed with the Securities and Exchange Commission on December 29, 2006).

3.1		Certificate of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Form 10 filed with the Securities and Exchange Commission on December 29, 2006).

3.1(a)		Amendment of the Certificate of Incorporation of the Registrant dated February 21, 2007 to increase authorized shares (incorporated by reference from Exhibit 3.1(a) to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on August 28, 2007).

3.2		Bylaws of the Registrant (incorporated by reference from Exhibit 3.2 to the Registrant’s Form 10 filed with the Securities and Exchange Commission on December 29, 2006).

4.1		Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on July 2, 2007).

10.1		Plan Warrant Agreement (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10 filed with the Securities and Exchange Commission on December 29, 2006).

10.2		2006 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to the Registrant’s Form 10 filed with the Securities and Exchange Commission on December 29, 2006).

10.3		Real Property Lease dated May 8, 2005 (incorporated by reference from Exhibit 10.3 to the Registrant’s Form 10 filed with the Securities and Exchange Commission on December 29, 2006).

10.4		Employment Agreement dated August 30, 2007 entered into by and between the Company and Yu Kwai Chong (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 6, 2007).

10.5		Employment Agreement dated August 30, 2007 entered into by and between the Company and Ching Wan Wong (incorporated by reference from Exhibit 10.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 6, 2007).

10.6		Employment Agreement dated August 30, 2007 entered into by and between the Company and Lie Xi Zhuang (incorporated by reference from Exhibit 10.3 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 6, 2007).

10.7		Employment Agreement dated August 30, 2007 entered into by and between the Company and Heung Sang Fong (incorporated by reference from Exhibit 10.4 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 6, 2007).

10.8		Employment Agreement dated August 30, 2007 entered into by and between the Company and Xi Zhou Zhuo (incorporated by reference from Exhibit 10.5 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 6, 2007).

10.9		Registration Rights Agreement dated September 18, 2007 entered into by and between the Company and Bay Peak, LLC (incorporated by reference from Exhibit 10.9 to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on October 2, 2007).

Exhibit Number		Description of Exhibit
10.10		Maximum General Facility Agreement dated September 27, 2007 entered into by and between the Company and Agriculture Bank of China (incorporated by reference from Exhibit 10.10 to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on October 2, 2007).

10.11		2007 Equity Incentive Plan (incorporated by reference from Exhibit 99.1 to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on August 28, 2007).

10.12		Form of Notice of Grant of Stock Option for the 2007 Equity Incentive Plan (incorporated by reference from Exhibit 99.2 to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on August 28, 2007).

10.13		Form of Stock Option Agreement (including Addendum) for the 2007 Equity Incentive Plan (incorporated by reference from Exhibit 99.3 to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on August 28, 2007).

10.14		Form of Stock Issuance Agreement (including Addendum) for the 2007 Equity Incentive Plan (incorporated by reference from Exhibit 99.4 to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on August 28, 2007).

10.15		Form of Stock Purchase Agreement (including Addendum) for the 2007 Equity Incentive Plan (incorporated by reference from Exhibit 99.5 to the Registrant’s Form S-1/A (file no. 333-144290) filed with the Securities and Exchange Commission on August 28, 2007).

10.16		Lease agreement dated October 10, 2007 for office space in San Jose, California (incorporated by reference from Exhibit 10.16 to the Registrant’s Form 10-K filed with the Securities and Exchange Commission on March 28, 2008).

10.17		Lease agreement dated February 20, 2008 for office space in Hong Kong (incorporated by reference from Exhibit 10.17 to the Registrant’s Form 10-K filed with the Securities and Exchange Commission on March 28, 2008).

10.18(a)		Asset Purchase Agreement dated April 18, 2008 entered into between the Fuqi International Holdings Co., LTD., Beijing Yinzhong Tianmei Jewelry Co., LTD., Shanghai Tianmei Jewelry Co., LTD., and Chujian Huang (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2008).

10.18(b)		Amendment to Asset Purchase Agreement dated August 7, 2008 entered into between the Fuqi International Holdings Co., LTD., Beijing Yinzhong Tianmei Jewelry Co., LTD., Shanghai Tianmei Jewelry Co., LTD., and Chujian Huang (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2008).

10.19		Intellectual Property Transfer Agreement dated April 18, 2008 entered into between the Registrant, the Fuqi International Holdings Co., LTD., and Chujian Huang (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2008).

10.20		Employment Agreement dated August 7, 2008 by and between the Registrant and Chujian Huang (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2008).

21.1		List of Subsidiaries of the Registrant (incorporated by reference from Exhibit 21.1 to the Registrant’s Form 10 filed with the Securities and Exchange Commission on December 29, 2006).

23.1		Consent of Stonefield Josephson, Inc.

31.1		Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Fuqi International (FUQI) Inactive 10-K/A2008 FY Annual report (amended)