0001144204-11-063019.txt : 20111110 0001144204-11-063019.hdr.sgml : 20111110 20111110163059 ACCESSION NUMBER: 0001144204-11-063019 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110930 FILED AS OF DATE: 20111110 DATE AS OF CHANGE: 20111110 EFFECTIVENESS DATE: 20111110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUQI INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001382696 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-33758 FILM NUMBER: 111195785 BUSINESS ADDRESS: STREET 1: 5/F., BLOCK 1, SHI HUA INDUSTRIAL ZONE STREET 2: CHU ZHU ROAD NORTH CITY: SHENZHEN STATE: F4 ZIP: 518019 BUSINESS PHONE: 86075525806333 MAIL ADDRESS: STREET 1: 5/F., BLOCK 1, SHI HUA INDUSTRIAL ZONE STREET 2: CHU ZHU ROAD NORTH CITY: SHENZHEN STATE: F4 ZIP: 518019 FORMER COMPANY: FORMER CONFORMED NAME: VT MARKETING SERVICES INC. DATE OF NAME CHANGE: 20061205 NT 10-Q 1 v239953_nt10q.htm FORM NT 10-Q Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
NOTIFICATION OF LATE FILING
 
SEC FILE NUMBER:  001-33758
CUSIP NUMBER:  36102A 207
 
(Check One):  Form 10-K o Form 20-F o  Form 11-K o
Form 10-Q x   Form 10-D o   Form N-SAR o   Form N-CSR o
 
For Period Ended:  September 30, 2011
 
o Transition Report on Form 10-K 
o Transition Report on Form 20-F 
o Transition Report on Form 11-K 
o Transition Report on Form 10-Q 
    o Transition Report on Form N-SAR 
For the Transition Period Ended:  ___________________
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
 
PART I — REGISTRANT INFORMATION
 
Fuqi International, Inc.
Full Name of Registrant
 
N/A
Former Name if Applicable
 
5/F., Block 1, Shi Hua Industrial Zone, Cui Zhu Road North
Address of Principal Executive Office (Street and Number)
 
Shenzhen, 518019, People’s Republic of China
City, State and Zip Code
 
 
 
 
 
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
o
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR for Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-K, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III — NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to prepare and review all necessary information and disclosures in its Quarterly Report on Form 10-Q for the period ended September 30, 2011 within the prescribed time period.  The Registrant requires additional efforts and time to accurately prepare and present all necessary disclosures.
 
As previously reported by the Registrant, the Registrant identified accounting errors that require a restatement of its condensed consolidated financial statements for the fiscal quarters ended March 31, June 30, and September 30, 2009 contained in its Quarterly Reports on Form 10-Q (the “Restatements”).  As of the date of filing of this Form 12b-25, the Registrant believes that the accounting errors that required the Restatements include errors related to (i) incorrect carve-out of the retail segment from the general ledger, (ii) unrecorded purchases and accounts payable, (iii) inadvertent inclusion of consigned inventory, (iv) incorrect and untimely recordkeeping of inventory movements of retail operation, and (v) incorrect diamond inventory costing, unrecorded purchases and unrecorded accounts payable.  

In connection with the Restatements, management has identified material weaknesses in its disclosure controls and procedures and internal control over financial reporting that existed as of December 31, 2009, including the Registrant’s failure to design effective processes and procedures for its quarter- and year-end closing cycles and maintain effective controls related to control over its accounting and finance personnel to follow accounting policies and procedures properly, the inventory and purchasing cycles, the accounting of complex and non-routine transactions, internal audit function, and treasury function.  As a result of the material weaknesses, management expects to conclude that the Registrant’s disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2009.  As previously reported by the Registrant, the Division of Enforcement of the Securities and Exchange Commission (the “SEC”) has commenced a formal investigation of the Registrant, with which the Registrant is cooperating.

The Registrant has also been unable to complete and file its Annual Report on Form 10-K for the year ended December 31, 2009.  As reported in the Registrant's Current Report on Form 8-K filed with the SEC on March 28, 2011, the Registrant received a letter from its independent registered public accounting firm pursuant to Section 10A(b)(2) of the Securities Exchange Act of 1934, as amended, regarding an ongoing internal investigation conducted at the request of the Registrant’s Audit Committee relating to certain cash transfer transactions involving the Registrant.  As noted in the Form 8-K, the Registrant’s independent registered public accounting firm requested that the ongoing investigation be expanded to resolve issues noted in the letter.  The completion of the Restatements and the audit of the Registrant's 2009 financial statements have been delayed due to the ongoing internal investigation.
 
 
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The Registrant has also been unable to prepare and file each of the additional periodic reports identified in Part IV(2) of this Form 12b-25.  The Registrant, although it continues to work towards completion of the delinquent filings, has not been able to complete the filings due to ongoing internal investigation, in addition to the time and efforts expended in connection with the Restatements, the SEC investigation, and the internal investigation.  Due to the foregoing, the Registrant is unable to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2011.   The Registrant will file its Quarterly Report on Form 10-Q for the period ended September 30, 2011 as soon as it is able; however, the Registrant is not able to provide a reasonable estimate as to such filing at this time, which will not occur within the fifth calendar day after the prescribed due date for such report.
 
 
PART IV— OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this notification

Kim K. T. Pan
  
852
  
    2580 6333
(Name)
  
(Area Code)
  
(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). 
Yes o  No x

In addition to the Quarterly Report on Form 10-Q for the period ended September 30, 2011 and the amended Quarterly Reports on Form 10-Q/A to present the Restatements for each of the periods ended March 31, June 30, and September 30, 2009, the Registrant has failed to file the following periodic reports:

 
●
Annual Report on Form 10-K for the year ended December 31, 2009;
 
●
Quarterly Report on Form 10-Q for the three months ended March 31, 2010;
 
●
Quarterly Report on Form 10-Q for the three and six months ended June 30, 2010;
 
●
Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2010;
 
●
Annual Report on Form 10-K for the year ended December 31, 2010;
 
●
Quarterly Report on Form 10-Q for the three months ended March 31, 2011; and
 
●
Quarterly Report on Form 10-Q for the three and six months ended June 30, 2011.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x  No o

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant is unable to provide a reasonable estimate of the changes in the results of operations for the periods ended September 30, 2011 and 2010 because, as indicated above in Part III of this Form 12b-25, which is incorporated by reference into this Part IV(3), the Registrant is unable to prepare and review all necessary information and disclosures for such periods.
 
Fuqi International, Inc.
 (Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date:  November 10, 2011
By:
           /s/  Kim K. T. Pan
  
   
Name:  Kim K. T. Pan
  
   
Title:   President, Chief Executive Officer, and Interim Chief Financial Officer
  
 
 
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INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
ATTENTION
 
Intentional misinformation or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 
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