UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)


Fushi International, Inc. (Name of Issuer)

Common (Title of Class of Securities)

36113C101 (CUSIP Number)

9/29/06 (Date of Event Which Requires Filing of
this Statement)

Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[   x]
Rule 13d-1(b)
[   ]
Rule 13d-1(c)
[   ]
Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a reporting persons initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose
of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however see the Notes).


CUSIP No. 36113C101


1.
Names of Reporting Persons.  Pope Asset Management, LLC
I.R.S. Identification Nos. of above persons 62-1871308

2.
Check the Appropriate Box if a Member of a Group


(a)
(b)

3.
SEC Use Only

4.
Citizenship or Place of Organization TennesseeNumber of

Shares
Beneficially
Owned by
Each Reporting
Person With

5.
Sole Voting Power 2685458
6.
Shared Voting Power 0
7.
Sole Dispositive Power  2685458
8.
Shared Dispositive Power 0

9.
Aggregate Amount Beneficially Owned by Each
Reporting Person  2685458
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9) 12.5


12.
Type of Reporting Person (See Instructions)  IA




Item 1.

(a)
Name of Issuer  Fushi International

(b)
Address of Issuer's Principal Executive Offices
999 Wuyi Road Jinzhou District Dalian China  116100

Item 2.

(a)
Name of Person Filing  Pope Asset Management LLC

(b)
Address of Principal Business Office or if none,
Residence  5100 Poplar Ave Ste 805 Memphis TN  38137

(c)
Citizenship  USA

(d)
Title of Class of Securities  Common

(e)
CUSIP Number  36113C101

Item 3.
If this statement is filed pursuant to
240.13d-1(b) or 240.13d-2(b) or (c) check
whether the person filing is a:

(a)
[   ]
Broker or dealer registered under section 15
of the Act (15 U.S.C. 78).

(b)
[   ]
Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).

(c)
[   ]
Insurance company as defined in section 3(a)
(19) of the Act (15 U.S.C. 78c).

(d)
[   ]
Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)
[  x ]
An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);

(f)
[   ]
An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);

(g)
[   ]
A parent holding company or control person in
accordance with  240.13d-1(b)(1)(ii)(G);

(h)
[   ]
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)
[   ]
A church plan that is excluded from the definition
of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)
[   ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Item 4.
Ownership.
Provide the following information regarding the
aggregate number and percentage of the class of
securities of the issuer identified in Item 1.

(a)
Amount beneficially owned:  2685458.

(b)
Percent of class: 12.5.

(c)
Number of shares as to which the person has:


(i)
Sole power to vote or to direct the vote 2685458.


(ii)
Shared power to vote or to direct the vote 0.


(iii)
Sole power to dispose or to direct the disposition of
2685458.


(iv)
Shared power to dispose or to direct the disposition
of 0.
Instruction. For computations regarding securities
which represent a right to acquire an underlying
security see 240.13d3(d)(1).

Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact
 that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [   ].
Instruction: Dissolution of a group requires a response
to this item.

Item 6.
Ownership of More than Five Percent on Behalf of
Another Person.
If any other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should
be included in response to this item and, if such
interest relates to more than five percent of the
class, such person should be identified. A listing
of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.

Item 7.
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
If a parent holding company or Control person has
filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),
 so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding
company or control person has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identification of the relevant subsidiary.

Item 8.
Identification and Classification of Members of
the Group
If a group has filed this schedule pursuant to
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group
has filed this schedule pursuant to 240.13d-1(c) or
240.13d-1(d), attach an exhibit stating the identity
of each member of the group.

Item 9.
Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as
an exhibit stating the date of the dissolution and
that all further filings with respect to transactions
in the security reported on will be filed, if required,
by members of the group, in their individual capacity.
See Item 5.

Item 10.
Certification

(a)
The following certification shall be included if the
statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
 were acquired and are held in the ordinary course of
 business and were not acquired and are not held for
the purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose
or effect.

SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
10/2/06  Date
William P. Wells  Signature
William P. Wells/President   Name/Title