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.
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