BEFUT Global Inc. (fka BFTI)

[northenlightsk05]

BFTI Background Information of Reverse Merge from Northlion:

"BFTI.OB formerly FREZ.OB - (Frezer, Inc.)

New Name of Company: BEFUT International Co., Ltd.
CIK# 0001328888


Keating sold this shell to a large Chinese wire and cable company. Here is the operating company's website: http://www.shipcable.cn/befut/Default.asp

Details of the transaction are summarized below in this April 13th filing:

On March 13, 2009 (the “Closing Date”), the Company entered into and consummated a series of transactions whereby (a) the Company acquired 100% of the outstanding shares of common stock of BEFUT Corporation, a Nevada corporation (“Befut Nevada”), from Befut BVI in exchange for the issuance to Befut BVI of a net number of 117,768,300 shares of the Company’s Common Stock and the cancellation of an aggregate of 2,176,170 shares of the Company’s Common Stock and (b) the Company raised $500,000 in gross proceeds from the sale to four investors pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) of convertible promissory notes of the Company in the principal amount of $500,000 and warrants to purchase an aggregate of 720,076 shares of the Company’s Common Stock. As a result of the transactions, Befut Nevada became a wholly owned subsidiary of the Company. Befut Nevada, through its wholly owned subsidiary, Hongkong BEFUT Co., Ltd., a Hong Kong corporation (“Befut Hongkong”), wholly owns Befut Electric (Dalian), Co., Ltd., a PRC corporation (“WOFE”), which company has entered into a series of agreements with Dalian Befut, pursuant to which WFOE has established control over Dalian Befut, its captive manufacturing company. Dalian Befut is one of the largest developers, manufacturers and distributors of wire and cable products in Northeastern China.

On March 13, 2009 Befut Nevada purchased from three persons an aggregate of 2,176,170 shares of the Company’s Common Stock constituting 51% of the then outstanding shares of the Company’s Common Stock for an aggregate purchase price of $370,000. The funds were from the gross proceeds of $500,000 the Company raised on the same day, March 13, 2009, as set forth above. All 2,176,170 shares were cancelled as part of the share exchange transaction described in clause (a) of the immediately preceding paragraph.

On March 25, 2009, pursuant to a Stockholders Agreement dated March 13, 2009 among Befut BVI, Cao and certain other stockholders of Befut BVI which was filed as Exhibit 4 to the Original Statement (the “Stockholders Agreement”), Befut BVI distributed to two of the stockholders which were parties to the Stockholders Agreement (in exchange for all of such stockholders equity interest in Befut BVI) an aggregate of 4,096,288 shares of the Company’s Common Stock previously held by Befut BVI, thereby reducing the number of shares of the Company’s Common Stock held by Befut BVI to 113,672,012.”

Befut Corporate Structure

A detailed description of the corporate relationship between the different companies and people is given in the 8-K filed March 19, 2009. There is also a very detailed description of the company's business. This is not a small company - they have annual revenues of approximately $20,000,000. Here is the link:

http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6490783

In brief, after the transactions:

Befut (Virgin Islands), along with 2 connected parties

owns 98.26% of

BEFUT International Co., Ltd.)

which owns 100% of

Befut Nevada

which owns 100% of

Hong Kong Befut

which holds 100% of the equity of

WFOE - Befut Electric (Dalian) Co. Ltd.

which has as its 100% captive

Dalian Befut - the NE China Wire and cable Company
(whose shares are 98% owned by the same principals
of Befut BVI - Hongbo Cao and Tingmin Li)

and, Dalian Befut (along with Cao and Li) owns 96.6% of

Dalian Marine Cable Co.



Share Structure of Frezer: (Updated to reflect holdings after the RS - further down)


Authorized: 200,000,000 Common Shares and 10,000,000 Preferred Shares

The new OS following the transactions described above and in the various filings is: 119,859,130 (as given in the 8-K).

There are also warrants issued for another 720,076 share, and the convertible notes payable could also result in the issuance of an additional 1,064,496 shares at some future date. The exercise price on the warrants is 19.16 cents per share.

Shareholders are: Befut BVI (Virgin Islands Co.) [after 4.07:1 RS and in June 2009 10K: 27,929,242 (93.6%)]

Mr. Yining Xia [after 4.07:1 RS and in June 2009 10K: 749.930 (2.5%)]

All other shareholders [after 4.07:1 RS and in June 2009 10K: 1,153,499 (3.9%)]

**Immediately after the share exchanges in March, the former controlling party and associates still had 1,493,830 shares as recorded in the 8-K (KI Equity Partners IV,LLC had 1,424,634, Garish Financial had 34,598, and Kevin R. Keating had 34,598).

**In the 10-K (June 30, 2009), it mentions that another 58,815 shares were issued in the three months prior in connection with the 4:07:1 Reverse split, making a total of 29,832,671 shares outstanding and provisionally covering the warrant and convertible notes. Based on calculations, it seems that there are only 3.9% of those are held by general shareholders, meaning that there is a very small tradeable float."