I am not actively trading; holding some stocks that have no value.
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Good morning Bee and all!
picked up some today... thank you.
Beautiful Kitty, GFTB.... is it yours?
Marty not only has many shares (check the filings), but has invested many, many dollars in this over many years. As you said, he is very shrewd, but he has also set this up to nicely benefit those who stay with him on the journey. Delays are frustrating, no question, but they are also weeding out those who are the "longs" from those who are not, and they will be rewarded for their patience, IMO. Every indication I have seen is that we are still on track with the plan, although somewhat later than originally envisioned. I am still confident enough to add.
JMHO.
NL
If there aren't any more nickels IN the couch, sell the couch BEE!
By the way, did you hear about the people that bought a couch at a Thrift store and ended up getting a cat with it (stuck inside the couch!)? They couldn't figure out where the meowing was coming from for awhile... eventually kitty was returned to her previous owner.
NL
you're right, prices... I took 25,000
NL
Morning Prices...
gm BL.... my order is in .. is yours?
Morning, Bee... high points for your pic today also! LOL
I suspect the same... naysayer's words are usually pretty hollow..
NL
sounds like an auction coming up.... LOL
sports guy... no news, no action... time to sell... I will take your shares at .06 tomorrow - deal??
This one is VERY THIN -- I cleared out the .065's and now the ask is .22??
NL
GFTB.... you absolutely have the nicest pictures! Have to go and see what you have put on your posts everyday!
Awesome kitty pic, Bet!
JL...
Thanks for that clarification.
After reading some more in the 8-K, I uncovered a bit more detail on the share structure and have added it to the I-box. The pertinent lines are:
**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). That leaves only 569,824 remaining shares "out there". I am not clear as to whether the 1,493,830 shares mentioned here are restricted still, or when they become free if they are restricted, but it seems that there are very few tradable shares available at this time. Posts clarifying this very welcome.
Someone posted something about a 4:1 RS, but I haven't seen it mentioned in any of the filings -- either I am missing something, or it was just speculation.
NL
Not too much happening with ASPO these days. This has been a long drawn-out waiting game. We know it is being set-up for a Reverse Merger -- all the ducks are getting lined-up. When will it happen?
From the Operating Company website:
Dalian, the most famous city of north China, is stepping on the world stage with its beautiful environment and solid economic power.
Dalian Befut Wire & Cable Manufacturing Co., Ltd. is headquartered in Dalian. The company has been investing hundreds of million yuan to construct Befut Industrial Estate covered an area of 150,000 m2 in ChangXing Island which is the third largest island of China. With shipbuilding, nuclear power plant construction, and other advantages in ChangXing Island, Befut is focusing on manufacturing marine cables, and other special cables. In the field of high-tech products, Befut has won competition unceasingly, standing on the forefront of the industry, and gradually have the overall strength entering into the global market.
Befut takes full account of the market demands, understands the demands of the shipyard, steel, coal, nuclear power plants, offshore oil platforms in-depth, and has created well-designed cables for special purposes, and special occasions. This has met customers' demands, while improved the company’s product technology as well. In 2008, only half of the year, Befut has applied for 5 patents. Now, Befut has ascended among the domestic high-tech cable manufacturing enterprises.
In early 2009, Befut Industrial Estate in ChangXing Island is going to put into operation. The company expects to reach the output value more than 5 billion yuan within 5 years. The market of Befut will expand to the whole nation, even to the whole world with the center of Bohai Rim.
I have updated the I-box after studying the filings in detail and believe that the share structure is presented correctly.
I would expect that the company name will soon be changed from Frezer, Inc. to a new name with Befut included in it somehow.
This is a very tightly held company with a handful of individuals holding almost all of the shares.
NorthLion
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.”
Item 4 is hereby amended and restated to read in its entirety as follows:
“Item 4.
Purpose of Transaction.
The acquisition by the Reporting Persons of the 117,768,300 shares of the Company’s Common Stock on March 13, 2009 was part of a series of transactions undertaken by the Company to accomplish the acquisition of the WOFE and the control of the business of Dalian Befut by the Company. The other transactions included:
·
the sale to four investors for $500,000 pursuant to the Purchase Agreement, of 15% 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 at an initial exercise price of $.1916 per share, which exercise price is subject to adjustment upon the occurrence of certain events, and
·
a series of restructuring transactions by which Befut Nevada, through its 100% ownership in Befut Hongkong and WOFE, obtained control over the operations and financial affairs of Dalian Befut. The acquisition was structured in this manner since under the laws of the PRC a foreign-owned entity, such as Befut Nevada, is unable to acquire a PRC entity, such as Dalian Befut, by issuing its capital stock, and the Company did not have sufficient cash to purchase all of the assets of Dalian Befut based on their fair value, as required under the laws of the PRC.
The Purchase Agreement contains certain covenants on the Company’s part, including the following: (i) to notify the Securities and Exchange Commission of the transaction, including filing of a Form D, (ii) to comply with the reporting and filing obligations applicable to the Company under the Securities Exchange Act of 1934, as amended, and (iii) to effect a 1 for 4.07 reverse stock split as a result of which the conversion rate of the 15% convertible notes shall be adjusted to be 1 share of the Company’s Common Stock for each $.65 of principal converted.
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.
In looking at the Form D, it says the first sale was on June 11, 2008, and that $284,619 HAS BEEN sold. It looks to me to be a filing stating what has already happened, not what is going to happen. The fact that this form was filed now and shows nothing as yet left to be sold leads me to think that the selling has been completed. JMHO.
NL
good things come to those who wait!
Hi Bet...
They can dump some more into my account at that price if they wish LOL!
White stuff disappearing quickly now.... but it has been a long winter. Actually the slow melt these days is helping reduce the flood risk around here -- we are downriver from Fargo, ND and it was very bad there - luckily no disaster happened, but it sure could have!
Temps 41F, 46F on the weekend coming up.
NL
The last week or so gave me an opportunity to add more and average down my cost. While some see gloom and doom, I see opportunity. Tick tock... time will tell. Waiting patiently, but expecting something very good in a bit. JMHO.
Yours truly,
North Lion
Omega... the best way to not have to listen to positive thoughts on EXPH is to stop reading this board... but, there is no doubt that the longs will continue to hold and to wait for the better day.... if that bothers you, why hang around?
Given the general state of the economy and the market, the prospects here are as good as any - maybe better. That is MHO, and can't be proven by me. But I don't have to prove it -- we all make our investing choices based on our own perception of value. Those that think this has no value could sell and move on. Those who perceive value will obviously stay. JMHO.
NL
Likewise, Pele... well said.
Interesting..... I had given up on anything happening here already.
NL
Second Schedule 13D Filed at the same time for Tingmin Li:
Item 1. Security and Issuer.
(a) This Statement on Schedule 13D relates to the common stock, par value $.001 per share (the "Common Stock"), of Frezer, Inc., a Nevada corporation (the "Company").
(b) The principal executive offices of the Company are located at No. 90-1 Hongji Street Xigang District, Dalian, 116011, P.R. China.
Item 2. Identity and Background.
(a) This Statement on Schedule 13D is filed by Tingmin Li (the “Reporting Person”).
(b) The business address of the Reporting Person is No. 90-1 Hongji Street Xigang District, Dalian, 116011, P.R. China.
(c) The Reporting Person’s principal occupation is Chairman of Monitoring Board of Dalian Befut Wire & Cable Manufacturing Co., Ltd., a PRC corporation (“Dalian Befut”) (a board that monitors the Board and management of a company, as required by the PRC Company Law) and the principal business address of the company in which he works is the same as set forth under Item 2(b).
(d) & (e) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor during that time has the Reporting Persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining the Reporting Person from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or any finding of any violation with respect to such laws.
(f) The Reporting Person is a citizen of the People’s Republic of China (the “PRC”).
Item 3. Source and Amount of Funds or Other Consideration.
On March 13, 2009 (the “Closing Date”), the Company entered into and consummated a transaction whereby the Company acquired 100% of the outstanding shares of common stock of BEFUT Corporation, a Nevada corporation (“Befut Nevada”), from BEFUT International Co. Limited (a British Virgin Islands company (“Befut BVI”) of which the Reporting Person owns approximately 43.48% of the outstanding equity interests), 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.
The Reporting Person is a party to a Stockholders Agreement dated March 13, 2009 among Befut BVI, the Reporting Person and certain other stockholders of Befut BVI pursuant to which each such stockholder has the right to acquire from Befut BVI up to all of such stockholder’s pro rata portion of the Company’s Common Stock owned by Befut BVI in an exchange for an equivalent pro rata portion of the shares of Befut BVI directly owned by such stockholder. The Reporting Person owns approximately 43.48% of the outstanding shares of Befut BVI and may therefore acquire direct ownership of up to an aggregate of 51,203,609 shares of the Company’s Common Stock held by Befut BVI.
Item 4. Purpose of Transaction.
The acquisition by the Reporting Person of beneficial ownership of the shares of the Company’s Common Stock was part of a series of transactions undertaken by the Company to accomplish the acquisition of BEFUT Corporation, a Nevada corporation (“Befut Nevada”), which wholly owns Hongkong BEFUT Co., Ltd., a Hong Kong corporation, which 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.
The other transactions included:
·
the sale to four investors for $500,000 pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), of 15% 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 at an initial exercise price of $.1916 per share, which exercise price is subject to adjustment upon the occurrence of certain events, and
·
a series of restructuring transactions by which the Company’s wholly owned subsidiary Befut Nevada, through WOFE, obtained control over the operations and financial affairs of Dalian Befut. The acquisition was structured in this manner since under the laws of the PRC a foreign-owned entity, such as Befut Nevada, is unable to acquire a PRC entity, such as Dalian Befut, by issuing its capital stock, and the Company did not have sufficient cash to purchase all of the assets of Dalian Befut based on their fair value, as required under the laws of the PRC.
The Purchase Agreement contains certain covenants on the Company’s part, including the following: (i) to notify the Securities and Exchange Commission of the transaction, including filing of a Form D, (ii) to comply with the reporting and filing obligations applicable to the Company under the Securities Exchange Act of 1934, as amended, and (iii) to effect a 1 for 4.07 reverse stock split as a result of which the conversion rate of the 15% convertible notes shall be adjusted to be 1 share of the Company’s Common Stock for each $.65 of principal converted.
13D Filed today...
Item 1. Security and Issuer.
(a) This Statement on Schedule 13D relates to the common stock, par value $.001 per share (the "Common Stock"), of Frezer, Inc., a Nevada corporation (the "Company").
(b) The principal executive offices of the Company are located at No. 90-1 Hongji Street Xigang District, Dalian, 116011, P.R. China.
Item 2. Identity and Background.
(a) This Statement on Schedule 13D is filed jointly by BEFUT International Co. Limited, a British Virgin Islands company (“Befut BVI”), and Hongbo Cao (“Cao” and together with Befut BVI, the "Reporting Persons"). Hongbo Cao holds approximately 43.48% of the voting equity in Befut BVI and is the sole director of Befut BVI. There are no officers of Befut BVI. As a result, Cao has sole voting and investment power over the Common Stock of the Company held by Befut BVI, may be deemed to control Befut BVI and may therefore be deemed to beneficially own all of the Common Stock of the Company owned directly by Befut BVI.
(b) The business address of the Reporting Persons is No. 90-1 Hongji Street Xigang District, Dalian, 116011, P.R. China.
(c) Cao is the sole director of Befut BVI. There are no officers of Befut BVI. Cao’s principal occupation is the Chairman, President and Chief Executive Officer of the Company and Dalian Befut Wire & Cable Manufacturing Co., Ltd., a PRC corporation (“Dalian Befut”), the principal executive offices of which are at No. 90-1 Hongji Street Xigang District, Dalian, 116011, P.R. China.
(d) & (e) During the last five years, neither of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor during that time has any of the Reporting Persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining the Reporting Persons from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or any finding of any violation with respect to such laws.
(f) Cao is a citizen of the People’s Republic of China (the “PRC”) and Befut BVI is a British Virgin Islands company.
Item 3. Source and Amount of Funds or Other Consideration.
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.
Item 4. Purpose of Transaction.
The acquisition by the Reporting Persons of the 117,768,300 shares of the Company’s Common Stock was part of a series of transactions undertaken by the Company to accomplish the acquisition of the WOFE and the control of the business of Dalian Befut by the Company. The other transactions included:
·
the sale to four investors for $500,000 pursuant to the Purchase Agreement, of 15% 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 at an initial exercise price of $.1916 per share, which exercise price is subject to adjustment upon the occurrence of certain events, and
·
a series of restructuring transactions by which Befut Nevada, through its 100% ownership in Befut Hongkong and WOFE, obtained control over the operations and financial affairs of Dalian Befut. The acquisition was structured in this manner since under the laws of the PRC a foreign-owned entity, such as Befut Nevada, is unable to acquire a PRC entity, such as Dalian Befut, by issuing its capital stock, and the Company did not have sufficient cash to purchase all of the assets of Dalian Befut based on their fair value, as required under the laws of the PRC.
The Purchase Agreement contains certain covenants on the Company’s part, including the following: (i) to notify the Securities and Exchange Commission of the transaction, including filing of a Form D, (ii) to comply with the reporting and filing obligations applicable to the Company under the Securities Exchange Act of 1934, as amended, and (iii) to effect a 1 for 4.07 reverse stock split as a result of which the conversion rate of the 15% convertible notes shall be adjusted to be 1 share of the Company’s Common Stock for each $.65 of principal converted.
To the board:
There have been questions raised about a judgement from last year with Martin C Licht's name on it. I would advise everyone to be very cautious about what you conclude from that. Until you know all of the facts surrounding it, it would be very easy to make a wrong evaluation and then wrong choices on investment decisions respecting MTRE, IMHO. We need to know the full story before we can properly evaluate whether it has any relationship to us. I am not sure that we will get an answer on this immediately. Chevy has been busy lately and who knows whether he may even know the answers right off. I am sure we will hear about it eventually. Meanwhile, I have no reason to change my mind about MTRE or the future of this company, so I will stay the course. It is my opinion, for what its worth, that everyone else would be best to do the same, but each person will need to come to terms with that question themselves.
If there are some who find this uncertainty a reason to sell, best wishes to you in your future investments. I will try to have some dollars in place to pick up some of your shares this week.
As for delays in the closing of the acquisitions, just a reminder that these are not normal times. If the largest companies in America are having to make previously inconceivable decisions and adjustments in how they operate, how can we expect this to not have affected MTRE? It has, but the Company has assured us that they are still actively at work on getting the deals closed. It has been suggested that the acquisitions may be done one at a time. That is fine with me. Perhaps there will be separate financing with different lenders (just speculation on my part). Financing takes time to get done -- I know, as I am just in the process of refinancing a commercial property that I manage. Much better to wait for the financing package to be right than to rush and do it the wrong way. The wrong way in my mind could be with the wrong lender, or the other alternative - through issuing more shares (dilution). The Company has avoided the easy route of just issuing shares (rare in this realm, imo) and is going about it in the better way - getting financing. I think this is just another plus.
I do not like getting into debates with those who have negative views about this Company, so I won't. In fact, I don't post too often, mainly for that reason. However, I also would not want my absence on this board to be reckoned as a lack of my continuing belief that this will come through for the benefit of all those who continue to hold and wait patiently, as I plan to do.
This is JMHO. Please do not buy, hold or sell based on what I think. We are all responsible for our own decisions. But, in case any one is interested, this is what I think.
Best wishes to all.
NorthLion
I have updated the I-box to remove the reference to late 2008 for reinstatement.
My personal opinion is that the reinstatement will happen some day, but any projection of timing for that is now pure speculation.
Lortap, I know that your opinion is that this one is finished, dead, and that the gravestone should be erected. You are entitled to your opinion. I will not attend the funeral.
Each person holding shares will have to form their own opinion. Whether we hold one opinion or another doesn't change much -- we can't sell our shares anyways. JMHO.
NorthLion
FBS... watch TVCE today -- it is coming out of hibernation and looks to have wings.
NL
BL
The Jan 13th filing of the Sep 29th 10K has a list:
Name of Beneficial Shareholder
Common Stock Percentage of Ownership
Alberto Salvucci
749,183 3.93 %
Martin Licht(3)
4,000,000 21.0 %
Steven Kessler
333,333 1.75 %
John Grippo
340,000 1.78 %
Gary Stein (4)
2,333,334 12.2 %
Mark Lazar
333,334 1.75 %
All executive officers and directors as a group (6 persons:
8,089,184 42.4 %
This list includes any additional shares issued in the time between Oct and Dec. See excerpt below from the 10Q for Dec 31st which explains:
During the three months ended December 31, 2008 the Company issued 4,091,667 common shares to consultants for services rendered. The value of the shares issued was determined by the closing price of the Company’s common shares on the date of issue.
The list above was headed with this note:
The following table sets forth, as of January 13, 2009, certain information as to the beneficial ownership of our common stock
Also note that the 10Q includes this statement: The number of shares of common stock outstanding as of February 13, 2009 was 19,066,071. So that is a very recent number.
NL
Common stock, par value $.01,
150,000,000 shares authorized.
Issued and outstanding (OS):
19,066,071 relates to the Dec 31st column of numbers, and....
14,974,404 relates to the Sept 30th column of numbers
So the most recent OS is 19,066,071.
NL
BL... the two OS numbers reflect the position on the two different dates represented in the financial statements (there are two columns of numbers - the most recent numbers and the previous numbers from an earlier time - the two different OS numbers relate to each column, the higher number being the most recent). Then if you read the notes, you will see that the 5 million extra shares were issued in between to company officers, and they are restricted. They were issued in connection with the acquisitions - Chevy clarified that shortly after the financials were isssued.
NL
Well, Bee... you missed your chance.... the chocolate offer expired on December 24th, 2008. It will be a new deal for this coming Xmas!! LOL
Actually, I realized after the fact that I would probably have trouble getting it across the border... US customs has all kinds of restrictions on food imports.
NL
Check message 15197, bee...
Quote: it's really quite simple.... you send me an email with your mailing address.... then I check with Santa to see whose been naughty or nice and the results will follow LOL
Caught, ya, Bee!! LOL
Did anyone from the south ever send a mailing address for chocolate????? Nahhhhhh!!!!