UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Fuqi International, Inc.

(Exact name of Registrant specified in its charter)

Delaware	20-1579407
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

5/F., Block 1, Shi Hua Industrial Zone

Cui Zhu Road North

Shenzhen, 518019

People’s Republic of China (“PRC”)

(Address, including zip code, of principal executive office)

+86 (755) 2580-1888

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001 per share

TABLE OF CONTENTS

Item 1. Business	2
Item 1A. Risk Factors	2
Item 2. Financial Information	2
Item 3. Properties	2
Item 4. Security Ownership of Certain Beneficial Owners and Management	2
Item 5. Directors and Executive Officers	2
Item 6. Executive Compensation	2
Item 7. Certain Relationships and Related Transactions, and Director Independence	2
Item 8. Legal Proceedings	2
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters	3
Item 10. Recent Sales of Unregistered Securities	3
Item 11. Description of Registrant’s Securities to be Registered	3
Item 12. Indemnification of Directors and Officers	4
Item 13. Financial Statements and Supplementary Data	4
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4
Item 15. Financial Statements and Exhibits	4

This registration statement contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this registration statement, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “may,” “will,” “continue,” “should,” “plan,” “predict,” “potential” or the negative of these terms or other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in these forward-looking statements, which are subject to a number of risks, uncertainties and assumptions described in “Item 1A. Risk Factors” section and elsewhere in this registration statement.

Item 1. Business

The information required by this item is contained under the sections “Prospectus Summary,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Special Note Regarding Forward-Looking Statements” and “Additional Information” of the registration statement on Form S-1 (File No. 333-___________) filed as an exhibit hereto (the “Registration Statement”). Those sections are incorporated herein by reference.

Item 1A. Risk Factors

The information required by this item is contained under the section “Risk Factors” of the Registration Statement. That section is incorporated herein by reference.

Item 2. Financial Information

The information required by this item is contained under the sections “Summary Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Registration Statement. Those sections are incorporated herein by reference.

Item 3. Properties

The information required by this item is contained under the section “Business—Facilities” of the Registration Statement. That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The information required by this item is contained under the section “Beneficial Ownership of Certain Beneficial Owners and Management” of the Registration Statement. That section is incorporated herein by reference.

Item 5. Directors and Executive Officers

The information required by this item is contained under the section “Management” of the Registration Statement. That section is incorporated herein by reference.

Item 6. Executive Compensation

The information required by this item is contained under the section “Management—Executive Compensation ” of the Registration Statement. That section is incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is contained under the section “Certain Relationships and Related Transactions, and Director Independence” of the Registration Statement. That section is incorporated herein by reference.

Item 8. Legal Proceedings

The information required by this item is contained under the section “Business—Legal Proceedings” of the Registration Statement. That section is incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters

Equity Incentive Plans

In November 2006, our stockholders approved an equity incentive plan (“2006 EIP”) for employees, non-employee directors and other service providers covering 3,000,000 shares of common stock. Prior to this, we had an approved 2004 Equity Incentive Plan, which was replaced by the 2006 EIP. No options are currently outstanding under either plan. Any options to be granted under the 2006 EIP may be either “incentive stock options,” as defined in Section 422A of the Internal Revenue Code, or “nonqualified stock options,” subject to Section 83 of the Internal Revenue Code, at the discretion of our board of directors and as reflected in the terms of the written option agreement. The option price shall not be less than 100% of the fair market value of the optioned common stock on the date the option is granted. The option price shall not be less than 110% of the fair market value of the optioned common stock for an optionee holding at the time of grant, more than 10% of the total combined voting power of all classes of our stock. Options become exercisable based on the discretion of our board of directors and must be exercised within ten years of the date of grant.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides current information regarding compensation plans, including individual compensation arrangements, under which equity securities of our company are authorized for issuance.

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)		(c)
Equity compensation plans approved by security holders		—	$	—		3,000,000	(1)
Equity compensation plans not approved by security holders		—		—		—
Total		—				3,000,000

_____________

(1)	Represents options available for grant under our 2006 EIP.

The additional information required by this item is contained under the sections “Dividend Policy,” “Shares Eligible for Future Sale,” and “Management—Equity Incentive Plans” of the Registration Statement and under the section “Item 11—Description of Securities” herein. Each section is incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities

The information required by this item is contained under the section “Information Not Required in the Prospectus—Item 26. Recent Sales of Unregistered Securities” of the Registration Statement. That section is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered

The information required by this item is contained under the section “Description of Securities” of the Registration Statement. That section is incorporated herein by reference.

Item 12. Indemnification of Directors and Officers

The information required by this item is contained under the section “Information Not Required in Prospectus—Item 24. Indemnification of Directors and Officers” of the Registration Statement. That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data

The information required by this item is contained under the section “Consolidated Financial Statements” and “Notes to Consolidated Financial Statements” of the Registration Statement. That section is incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The information required by this item is contained under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Change in Accountants” of the Registration Statement. That section is incorporated herein by reference.

Item 15. Financial Statements and Exhibits

(a) Financial Statement

See Item 13 above.

(b) Exhibits

Except for Exhibit 99.1, which is included herein, the following exhibits are incorporated herein by reference from the Registration Statement or, where noted, will be filed by amendment:

1.1*	Form of Underwriting Agreement.
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-SB 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-SB filed with the Securities and Exchange Commission on December 29, 2006).
3.2	Bylaws of the Registrant (incorporated by reference from Exhibit 3.2 to the Registrant’s Form 10-SB filed with the Securities and Exchange Commission on December 29, 2006).
4.1	Specimen Common Stock Certificate.
10.1	Plan Warrant Agreement (incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-SB 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-SB 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-SB filed with the Securities and Exchange Commission on December 29, 2006).
16.1	Letter from Epstein, Weber & Conover, PLC dated February 14, 2007 (incorporated by reference from Exhibit 16.1 to Registrant’s Form 10-SB/A filed with the Securities and Exchange Commission on February 14, 2007).

21.1	List of Subsidiaries of the Registrant (incorporated by reference from Exhibit 21.1 to the Registrant’s Form 10-SB filed with the Securities and Exchange Commission on December 29, 2006).
23.1	Consent of Stonefield Josephson, Inc.
24.1	Power of Attorney (included on signature page).
99.1	Registration Statement on Form S-1.

* To be filed by amendment.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shenzhen, People’s Republic of China, on July 2, 2007.


	FUQI INTERNATIONAL, INC.

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