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

FORM 10-Q


 
(Mark One)  
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2010
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.

       For the transition period from ____________ to ____________

Commission File Number 000-51336

BEFUT INTERNATIONAL CO., LTD.
(Exact name of registrant as specified in its charter)
 
Nevada
20-2777600
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
 
27th Floor, Liangjiu International Tower,
No.5, Heyi Street, Xigang District, Dalian City, China     116011
 (Address of principal executive offices)      (Zip Code)

86 0411-8367-0755
 (Issuer's telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o   No x
 
APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 29,715,640 shares of Common Stock, $.001 par value, were outstanding as of November 15, 2010.
 


TABLE OF CONTENTS
 
   
Page
PART I      FINANCIAL INFORMATION  
3
Item 1.
Financial Statements.
 
3
 
Report of Independent Registered Public Accounting Firm
 
5
 
Consolidated Balance Sheets
 
6
 
As of September 30, 2010 (Unaudited) and December 31, 2009
 
 
 
Consolidated Statements of Operations and Other Comprehensive Income
 
 
 
For the Three Months and Nine Months Ended September 30, 2010 and 2009 (Unaudited)
 
7
 
Consolidated Statements of Cash Flows
 
 
 
For the Nine Months Ended September 30, 2010 and 2009 (Unaudited)
 
8
 
Notes to Consolidated Financial Statements
 
 
 
September 30, 2010 and 2009 (Unaudited)
 
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
16
Item 4T.
Controls and Procedures.
 
22
PART II    
OTHER INFORMATION
 
23
Item 6.   
Exhibits
 
23
Signatures
 
24
Exhibits/Certifications  
25
 
2

 
PART I - FINANCIAL INFORMATION

Item 1.
Financial Statements

BEFUT INTERNATIONAL CO., LTD.
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010 AND 2009
(UNAUDITED)
 
3

 
BEFUT INTERNATIONAL CO., LTD.
 
Consolidated Financial Statements
September 30, 2010 and 2009
(Unaudited)
 
Table of Contents
 
   
Page
CONSOLIDATED FINANCIAL STATEMENTS
   
Report of Independent Registered Public Accounting Firm
 
5
Consolidated Balance Sheets
 
6
Consolidated Statements of Operations and Other Comprehensive Income
 
7
Consolidated Statements of Cash Flows
 
8
Notes to Consolidated Financial Statements
 
9
 
4

 
Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
BEFUT International Co., Ltd.
 
We have reviewed the accompanying consolidated balance sheet of BEFUT International Co., Ltd. (the “Company”) as of September 30, 2010, and the related consolidated statements of operations and comprehensive income, and cash flows for the three months ended September 30, 2010 and 2009. These consolidated financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of BEFUT International Co., Ltd. as of June 30, 2010, and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated September 21, 2010, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2010, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.
 
/s/ Patrizio & Zhao, LLC
Parsippany, New Jersey
November 12, 2010
 
5

 
BEFUT INTERNATIONAL CO., LTD.
Consolidated Balance Sheets
 
   
September 30,
   
June 30,
 
   
2010
   
2010
 
Assets
 
(Unaudited)
       
Current assets:
           
Cash and cash equivalents
  $ 462,446     $ 1,319,173  
Restricted cash
    2,698,425       1,181,095  
Accounts receivable, net of allowance for doubtful accounts of $84,625  and $83,295 at September 30, and June 30, 2010, respectively
    14,236,184       9,292,310  
Inventory
    3,829,212       2,543,789  
Loans to unrelated parties
    1,060,471       1,054,090  
Bank loan security deposits
    1,074,846       1,031,100  
Advance payments
    2,038,263       693,473  
Due from related party
    -       472,838  
Other current assets
    898,704       521,739  
Total current assets
    26,298,551       18,109,607  
                 
Property and equipment, net
    32,312,046       31,618,074  
                 
Other assets:
               
Intangibles, net
    15,600,162       15,669,375  
Advance payments – Research & Development
    2,122,746       2,088,714  
Total other assets
    17,722,908       17,758,089  
                 
Total assets
  $ 76,333,505     $ 67,485,770  
                 
Liabilities
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 2,936,817     $ 3,119,646  
Trade notes payable
    2,994,000       -  
Short-term bank loans
    6,137,700       6,039,300  
Current portion of long-term bank loans
    598,800       294,600  
Loans from unrelated parties
    2,016,700       370,000  
Advances from customers
    721,980       533,806  
Income taxes payable
    2,477,092       1,655,747  
Other current liabilities
    1,084,815       969,787  
Total current liabilities
    18,967,904       12,982,886  
                 
Long-term bank loan
    14,371,200       14,435,400  
                 
Total liabilities
    33,339,104       27,418,286  
                 
Equity
               
Stockholders’ equity:
               
Preferred stock, $0.001 par value, 10,000,000 shares authorized,  no shares issued or outstanding
    -       -  
Common stock, $0.001 par value, 200,000,000 shares authorized,  29,715,640 and 29,715,666 shares issued and outstanding at September 30 and June 30, 2010, respectively
    29,716       29,716  
Additional paid-in capital
    21,838,047       21,838,047  
Statutory reserves
    1,181,189       1,181,189  
Retained earnings
    16,058,414       13,810,157  
Accumulated other comprehensive income
    2,850,390       2,166,533  
Total stockholders’ equity
    41,957,756       39,025,642  
`
               
Noncontrolling interest
    1,036,645       1,041,842  
                 
Total equity
    42,994,401       40,067,484  
                 
Total liabilities and equity
  $ 76,333,505     $ 67,485,770  

The accompanying notes are an integral part of these consolidated financial statements.
 
6

 
BEFUT INTERNATIONAL CO., LTD.
 
Consolidated Statements of Operations and Other Comprehensive Income
(Unaudited)
 
   
For the Three Months
 
   
Ended September 30,
 
   
2010
   
2009
 
Sales
  $ 15,930,811     $ 5,483,659  
                 
Cost of sales
    11,670,760       3,862,774  
                 
Gross profit
    4,260,051       1,620,885  
                 
Operating expenses:
               
Selling expenses
    38,607       21,873  
General and administrative expenses
    1,011,620       588,285  
Total operating expenses
    1,050,227       610,158  
                 
Income from operations
    3,209,824       1,010,727  
                 
Other income (expenses):
               
Government subsidy
    136,487       49,954  
Interest expense, net
    (386,398 )     (132,309 )
Other income
    31,121       5,697  
Total other expenses
    (218,790 )     (76,658 )
                 
Income before provision for income taxes
    2,991,034       934,069  
                 
Provision for income taxes
    807,135       248,904  
                 
Net income
    2,183,899       685,165  
                 
Less: Net loss attributable to noncontrolling interest
    (64,358 )     (5,158 )
                 
Net income attributable to BEFUT International Co., Ltd.
    2,248,257       690,323  
                 
Other comprehensive income
               
Foreign currency translation adjustment
    683,857       47,807  
                 
Comprehensive income
  $ 2,932,114     $ 738,130  
                 
Basic earnings per share
  $ 0.08     $ 0.02  
Diluted earnings per share
  $ 0.08     $ 0.02  
                 
Weighted average number of common shares outstanding:
               
Basic
    29,715,640       29,510,971  
Diluted
    29,752,094       30,280,226  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
7

 
BEFUT INTERNATIONAL CO., LTD.
 
Consolidated Statements of Cash Flows
(Unaudited)
 
   
For the Three Months
 
   
Ended September 30,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net Income
  $ 2,183,899     $ 685,165  
Adjustments to reconcile net income to net cash used in operating activities:
               
Depreciation and amortization
    753,831       352,054  
Changes in current assets and current liabilities:
               
Accounts receivable
    (4,751,564 )     75,238  
Inventory
    (1,231,133 )     (1,357,491 )
Advance payments
    (1,318,366 )     138,122  
Other current assets
    (429,085 )     45,108  
Accounts payable and accrued expenses
    (229,105 )     243,714  
Trade notes payable
    2,958,000       (1,172,880 )
Advances from customers
    177,334       158,553  
Income taxes payable
    784,816       248,904  
Other current liabilities
    219,191       289,288  
Total adjustments
    (3,066,081 )     (979,390 )
                 
Net cash used in operating activities
    (882,182 )     (294,225 )
                 
Cash flows from investing activities:
               
Due from related party
    474,764       -  
Additions to property and equipment
    (622,725 )     (534,875 )
Long-term investment
    -       2,932  
Loans to unrelated parties
    10,664       559,117  
 
               
Net cash provided by (used in) investing activities
    (137,297 )     27,174  
                 
Cash flows from financing activities:
               
Restricted cash
    (1,480,073 )     586,000  
Bank loan security deposits
    (26,622 )     585,752  
Loans from unrelated parties
    1,626,900       (249,237 )
Proceeds from minority shareholders
    58,683       43,983  
Repayment of short-term bank loans
    -       (733,050 )
                 
Net cash provided by financing activities
    178,888       233,448  
                 
Effect of foreign currency translation on cash
    (16,136 )     1,377  
                 
Net decrease in cash and cash equivalents
    (856,727 )     (32,226 )
                 
Cash and cash equivalents – beginning
    1,319,173       210,301  
                 
Cash and cash equivalents – ending
  $ 462,446     $ 178,075  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
8

 
BEFUT INTERNATIONAL CO., LTD.

Notes to Consolidated Financial Statements
 (Unaudited)
 
Note 1 – Organization and Nature of Business
 
BEFUT International Co., Ltd., formerly known as Frezer, Inc. (“Frezer”), a former public shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, was established under the laws of Nevada on May 2, 2005. The accompanying consolidated financial statements include the financial statements of BEFUT International Co., Ltd. and its subsidiaries (collectively, the “Company”). The Company’s primary business is to design manufacture and sell industrial wires and cables.
 
On March 13, 2009, Frezer entered into and consummated a series of transactions whereby (a) Frezer acquired 100% of the outstanding shares of common stock of BEFUT Corporation, a company incorporated in the State of Nevada on January 14, 2009 (“Befut Nevada”), constituting all of the capital stock of Befut Nevada, from Befut International Co. Limited, a British Virgin Islands company (“Befut BVI”) in exchange for the issuance to Befut BVI of an aggregate of 117,768,300 shares of Frezer’s common stock and the cancellation of an aggregate of 2,176,170 shares of Frezer’s common stock and (b) Frezer raised $500,000 in gross proceeds from the sale to four investors of convertible promissory notes of Frezer in the aggregate principal amount of $500,000 and warrants to purchase an aggregate of 720,076 shares of Frezer’s common stock. The acquisition was accounted for as a reverse acquisition under the purchase method for business combinations. On June 18, 2009, the Company effectuated a name change from its original name “Frezer, Inc.” to “BEFUT International Co., Ltd.”.
 
Hongkong BEFUT Co., Ltd. (“Befut Hongkong”) was incorporated on September 10, 2008 under the laws of Hong Kong and is a wholly-owned subsidiary of Befut Nevada.  On February 13, 2009, Befut Hongkong invested 100% of the registered capital to form Befut Electric (Dalian) Co., Ltd. (“WFOE”), a Chinese company incorporated in the city of Dalian, the People’s Republic of China (the “PRC” or “China”).
 
On February 16, 2009, WFOE entered into a series of agreements, the purpose of which was to restructure Dalian Befut Wire & Cable Manufacturing Co., Ltd. (“Dalian Befut”) in accordance with applicable PRC law so that Dalian Befut could raise capital and grow its business (the “Restructuring”). Dalian Befut was incorporated on June 13, 2002 under the laws of the PRC. The Restructuring included the following arrangements: First, WFOE entered into an Original Equipment Manufacturer Agreement (the “OEM Agreement”) with Dalian Befut containing the following material provisions: (i) Dalian Befut may not manufacture products for any person or entity other than WFOE without the written consent of WFOE; (ii) WFOE is to provide all raw materials and advance related costs to Dalian Befut, as well as provide design requirements for products to be manufactured; (iii) WFOE is responsible for marketing and distributing the products manufactured by Dalian Befut and will keep all related profits and revenues; and (iv) WFOE has an exclusive right, exercisable in its sole discretion, to purchase all or part of the assets and/or equity of Dalian Befut at a mutually agreed price to the extent permitted by applicable PRC law. In addition, on February 16, 2009, WFOE entered into two ancillary agreements with Dalian Befut: (i) an Intellectual Property License Agreement, pursuant to which WFOE shall be permitted to use intellectual property rights such as trademarks, patents and know-how for the marketing and sale of the products manufactured by Dalian Befut; and (ii) a Non-competition Agreement, pursuant to which Dalian Befut shall not compete against WFOE.
 
On April 14, 2006, Dalian Marine Cable Co., Ltd. (“Dalian Marine Co.”) was incorporated in the PRC by Dalian Befut. Its current shareholders are Dalian Befut (owning 86.6% of the equity interests) and three individual shareholders. Dalian Marine Co. was formed to conduct marketing activities and produce marine cables for Dalian Befut.
 
On July 1, 2009, Dalian Befut, our captive manufacturer, formed a joint venture under the laws of the PRC, Dalian Befut Zhong Xing Switch Co., Ltd. (“Befut Zhong Xing”), with pre-registered capital of RMB1,000,000. Dalian Befut invested RMB700,000 for its 70% equity interest in Befut Zhong Xing. In January, 2010, Dalian Befut increased its investment capital to RMB14.7 million with a transfer of intangible assets to Befut Zhong Xing on January 1, 2010 and raised its equity ownership percentage in Befut Zhong Xing to 73.5%. Befut Zhong Xing manufactures switch appliances, including high/low voltage distribution cabinet switches and crane electronic control switches.
 
9

 
BEFUT INTERNATIONAL CO., LTD.

Notes to Consolidated Financial Statements
 (Unaudited)
 
Note 1 – Organization and Nature of Business (continued)
 
On July 16, 2010, Dalian Befut acquired 60% of the equity interests of Dalian Yuansheng Technology Co., Ltd. (“Dalian Yuansheng”) for $88,235 (the registered capital value of such equity interests) from Mr. Chengnian Yan. Dalian Befut also increased Dalian Yuansheng’s registered capital by RMB 5 million (or $735,294), thereby increasing Dalian Befut’s equity interests to 93.3%. Dalian Yuansheng is engaged in the research and development of carbon fiber composite cable and other specialty cables.
 
Note 2 – Summary of Significant Accounting Policies
 
Basis Of Presentation
 
The Company’s consolidated financial statements include the accounts of its controlled subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles applicable to interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.
 
In preparing the accompanying unaudited consolidated financial statements, the Company evaluated the period from September 30, 2010 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. No such events were identified for this period.
 
Interim Financial Statements
 
These interim financial statements should be read in conjunction with the audited consolidated financial statements for the years ended June 30, 2010 and 2009, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited consolidated financial statements for the years ended June 30, 2010 and 2009.
 
Reclassification
 
Certain amounts as of June 30, 2010 and September 30, 2009 were reclassified for presentation purposes.
 
Note 3 – Restricted Cash
 
Cash balances in the amount of $1,497,000 and $1,181,095 were restricted as of September 30, 2010 and June 30, 2010, respectively, as collateral for the construction loan obtained from the PRC National Development Bank Joint Equity Corporation, which is exhibited in Note 14.  The remaining balance of $1,201,425 as of September 30, 2010 was restricted for the settlement of trade notes payable in connection with inventory purchases.
 
Note 4 – Inventory
 
Inventory consisting of material, labor and manufacturing overhead as of September 30, 2010 and June 30, 2010 consists of the following:
 
   
September 30,
   
June 30,
 
   
2010
   
2010
 
Raw materials
  $ 1,262,275     $ 1,093,193  
Work in process
    555,545       323,275  
Finished goods
    2,011,392       1,127,321  
    Total
  $ 3,829,212     $ 2,543,789  
 
10

 
BEFUT INTERNATIONAL CO., LTD.

Notes to Consolidated Financial Statements
 (Unaudited)
 
Note 5 – Loans to Unrelated Parties
 
As of September 30, 2010 and June 30, 2010, the Company had outstanding loans to unrelated parties of $1,060,471 and $1,054,090, respectively. These loans represent advances to unrelated parties at an annual interest rate of 50% above the applicable bank interest rate. Interest payments are made semi-annually with no principal payments required until on or before the due date, as per the terms of the loan agreement.
 
Note 6 – Advance Payments
 
Advance payments as of September 30, 2010 and June 30, 2010 consist of the following:
 
   
September 30,
   
June 30,
 
   
2010
   
2010
 
Advance payments for inventory
  $ 590,139     $ 399,868  
Advance payments for land and equipment
    1,448,124       293,605  
    Total
  $ 2,038,263     $ 693,473  
 
Note 7 – Property and Equipment
 
Property and equipment as of September 30, 2010 and June 30, 2010 consist of the following:
 
   
September 30,
   
June 30,
 
   
2010
   
2010
 
Buildings
  $ 20,205,681     $ 19,877,285  
Machinery and equipment
    13,165,436       12,673,324  
Office equipment and furniture
    149,067       100,927  
Vehicles
    493,929       466,380  
    Subtotal
    34,014,113       33,117,916  
Less: Accumulated depreciation
    1,961,989       1,499,842  
      32,052,124       31,618,074  
Add: Construction in progress
    259,922       -  
    Total
  $ 32,312,046     $ 31,618,074  
 
Depreciation expense for the three months ended September 30, 2010 and 2009 was $433,215 and $91,212, respectively.
 
Note 8 – Intangible Assets
 
Intangible assets as of September 30, 2010 and June 30, 2010 consist of the following
 
   
September 30,
   
June 30,
 
   
2010
   
2010
 
Software
  $ 23,054     $ 22,684  
Trademark
    85,329       83,961  
Land use rights
    5,594,723       5,505,028  
Patent
    11,790,372       11,601,348  
    Subtotal
    17,493,478       17,213,021  
Less: Accumulated amortization
    1,893,316       1,543,646  
    Total
  $ 15,600,162     $ 15,669,375  
 
Amortization expense for the three months ended September 30, 2010 and 2009 was $320,616 and $260,842, respectively.
 
11

 
BEFUT INTERNATIONAL CO., LTD.

Notes to Consolidated Financial Statements
(Unaudited)
 
Note 9 – Advance Payments – Research and Development
 
As a common business practice in China, the Company is required to make advance payments for goods or services that will be used in future research and development activities. The balance of outstanding advance payments for such activities as of September 30, 2010 and June 30, 2010 was $2,122,746 and $2,088,714, respectively.
 
Note 10 – Accounts Payable and Accrued Expenses
 
Accounts payable and accrued expenses as of September 30, 2010 and June 30, 2010 consist of the following:
 
   
September 30,
   
June 30,
 
   
2010
   
2010
 
Accounts payable
  $ 2,888,090     $ 3,009,646  
Accrued expenses
    48,727       110,000  
    Total
  $ 2,936,817     $ 3,119,646  
 
The carrying value of accounts payable and accrued expenses approximate their fair values due to the short-term nature of these obligations.
 
Note 11 – Trade Notes Payable
 
Trade notes payable consist of uncollateralized non-interest bearing promissory notes issued in connection with the acquisition of certain inventory and equipment. Balances outstanding under such notes as of September 30, 2010 and June 30, 2010 were $2,994,000 and $-0-, respectively.
 
Note 12 – Short-Term Bank Loans
 
Short-term bank loans consist of the following:
 
   
September 30,
   
June 30,
 
   
2010
   
2010
 
On September 16, 2009, the Company obtained a loan from Harbin Bank, the principal of which was paid in full by September 15, 2010. The  interest was calculated using an annual fixed interest rate of 6.372% and  paid monthly. The loan was secured by the Company’s property and  equipment.
  $ -     $ 2,946,000  
On October 30, 2009, the Company obtained a loan from Bank of Dalian, the principal of which is to be paid in full by October 29, 2010. The interest is to be calculated using an annual fixed interest rate of 6.903% and paid monthly. The loan is guaranteed by a third party Dalian Fangyuan Fiancial Guarantee Co.,Ltd.
  $ 2,395,200     $ 2,356,800  
On June 25, 2010, the Company obtained a loan from Bank of East Asia, the principal of which is to be paid in full by December 25, 2010. The interest is to be calculated using an annual fixed interest rate of 6.318% and paid monthly. The loan is guaranteed by accounts receivables.
  $ 748,500     $ 736,500  
On September 14, 2010, the Company obtained a loan from Harbin Bank, the principal of which is to be paid in full by September 13, 2011. The  interest is to be calculated using an annual fixed interest rate of 6.372% and  paid monthly. The loan is secured by the Company’s property and  equipment.
  $ 2,994,000     $ -  
Total
  $ 6,137,700     $ 6,039,300  
 
12

 
BEFUT INTERNATIONAL CO., LTD.

Notes to Consolidated Financial Statements
(Unaudited)
 
Note 13 – Loans From Unrelated Parties
 
These loans are based on good-faith, and are unsecured and non-interest bearing. The proceeds from these loans are utilized for working capital. As of September 30, 2010 and June 30, 2010, the Company had outstanding loans from unrelated parties of $2,016,700 and $370,000, respectively.
 
Note 14 – Long-Term Bank Loans
 
Long term bank loans consist of the following:
 
   
September 30,
   
June 30,
 
   
2010
   
2010
 
On November 2, 2009, Dalian Befut entered into a Loan Agreement with  the PRC National Development Bank Joint Equity Corporation (“NDB”)  pursuant to which Dalian Befut borrowed RMB100,000,000 (approximately  $14,670,000) from NDB (the “Loan”), The term of the Loan is seven years,  with a maturity date of November 1, 2016. The interest rate is a variable rate  equal to 5% per annum above the floating base interest for loans of the  same term promulgated by the PRC’s central bank, China People’s Bank.  The Loan was designated to finance the construction of Dalian Befut’s  planned specialty cable production lines with a production capacity  of 4,000 KM. The Loan was secured by, among other liens, a first priority  lien on Dalian Befut’s land use right and its building property ownership  and guaranteed by, among other guarantees, Mr. Hongbo Cao and Mr.  Tingmin Li, Dalian, BEFUT’s two major shareholders.
  $ 14,970,000     $ 14,730,000  
Total
  $ 14,970,000     $ 14,730,000  
Less: Current portion
    598,800       294,600  
Total noncurrent portion
  $ 14,371,200     $ 14,435,400  
 
Note 15 – Earnings Per Share
 
The Company presents earnings per share on a basic and diluted basis. Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share are computed by dividing income available to common shareholders by the weighted average number of shares outstanding plus the dilutive effect of potential securities. All shares and per share data have been adjusted retroactively to reflect the recapitalization of the Company pursuant to the Share Exchange Agreement with Befut Nevada.
 
   
For the Three Months Ended
 September 30,
 
   
2010
   
2009
 
Net income attributable to BEFUT International Co., Ltd.
  $ 2,248,257     $ 690,323  
Weighted average common shares (denominator for basic earnings per share)
    29,715,640       29,510,971  
Effect of dilutive securities:
    36,454       769,255  
Weighted average common shares (denominator for diluted earnings per share)
    29,752,094       30,280,226  
Basic earnings per share
  $ 0.08     $ 0.02  
Diluted earnings per share
  $ 0.08     $ 0.02  
 
13

 
BEFUT INTERNATIONAL CO., LTD.

Notes to Consolidated Financial Statements
(Unaudited)
 
Note 16 – Stockholders’ Equity And Related Financing Agreements
 
On March 13, 2009, as part of the reverse merger transaction, Frezer acquired, from Befut BVI, 100% of the outstanding shares of common stock of Befut Nevada. In exchange, Befut BVI was issued 117,768,300 shares of Frezer’s common stock, under a Share Exchange Agreement (“SEA”) pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as amended, for issuances not involving a public offering. As a result of the transaction, Befut Nevada became a wholly-owned subsidiary of Frezer.
 
On March 13, 2009, Frezer completed a private financing totaling $500,000, for which convertible promissory notes were issued, with four accredited investors (the “March 2009 Financing”). Consummation of the March 2009 Financing was a condition to the completion of the share exchange transaction with Befut BVI and the Befut BVI Stockholders under the SEA. The securities offered in the March 2009 Financing were sold pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) by and among Frezer and the investors named in the Purchase Agreement.
 
In accordance with the Purchase Agreement, Frezer issued securities consisting of: (i) 3,130,869 shares of Frezer’s common stock $0.001 par value per share in connection with the private financing; and (ii) Five (5) year warrants to purchase 720,076 shares of Frezer common stock at an initial exercise price of $0.1916 per share.
 
On June 18, 2009, Company effectuated a 1 for 4.07 reverse stock split of its outstanding common stock (the “Reverse Split”). The Reverse Split did not alter the number of shares of the common stock the Company is authorized to issue, but rather simply reduced the number of shares of its common stock issued and outstanding. Any fractional shares issued as a result of the Reserve Split were rounded up. In addition, any shareholder owning at least 100 shares but less than 407 shares of the Company’s common stock on June 17, 2009, would own at least 100 shares after giving effect to the Reverse Split.
 
On March 13, 2009, the Company issued convertible notes in an aggregate principal amount of $500,000, at an annual interest of 15%. On March 12, 2010, the maturity date of the convertible notes, the Company repaid convertible notes in the amount of $370,000 and an interest payment of $55,500. The remaining convertible notes in the aggregate principal amount of $130,000 were converted into 200,007 shares of common stock of the Company at the conversion price of $0.65 per share on May 6, 2010.
 
Note 17– Income Taxes
 
The Company is a Nevada corporation and conducts all of its business through its Chinese subsidiaries. The Company’s business is conducted solely in the PRC. As the Company is a U.S. holding company, it has not recorded any income for the three months ended September 30, 2010 and 2009, there was no provision or benefit for U.S. income tax purpose.
 
The Company is governed by the Income Tax Law of the PRC concerning private-run enterprises, which are generally subject to tax at a new statutory rate of 25% and were previously, until January 2008, subject to tax at a statutory rate of 33% (30% state income tax plus 3% local income tax) on income reported in the statutory statements after appropriate tax adjustments.
 
On March 16, 2007, the National People’s Congress of China approved the Corporate Income Tax Law of the PRC (the “New CIT Law”), which became effective from January 1, 2008. Under the New CIT Law, the corporate income tax rate applicable to all companies, including both domestic and foreign-invested companies, is 25%, replacing the previous applicable tax rate of 33%. For the three months ended September 30, 2010 and 2009, the income tax provision for the Company was $807,135 and $248,904, respectively.
 
14

 
BEFUT INTERNATIONAL CO., LTD.

Notes to Consolidated Financial Statements
(Unaudited)
 
Note 17– Income Taxes (continued)
 
In July 2006, the FASB issued FASB Interpretation No.48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined in FIN 48 as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company does not recognize any benefits in the financial statements for the three month ended September 30, 2010 and 2009.
 
Note 18 – Employee Welfare Plan
 
The Company has established an employee welfare plan in accordance with applicable Chinese laws and regulations. Full-time employees of the Company in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance and other welfare benefits are provided to employees. PRC labor regulations require the Company to accrue for these benefits based on a certain percentage of the employees’ salaries.
 
Note 19 – Risk Factors
 
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal conditions in the PRC. The Company's business may also be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
 
Note 20 – Risk of Concentration and Credit Risk
 
During the three months ended September 30, 2010, five vendors accounted for approximately 84% of the Company’s purchases of raw materials, while during the three months ended September 30, 2009, two major vendors accounted for approximately 63% of the Company’s purchases of raw materials. Total purchases from these vendors were $15,768,196 and $3,057,510 for the three months ended September 30, 2010 and 2009, respectively.
 
Five major customers accounted for 37% and 68% of the net revenue for the three months ended September 30, 2010 and 2009, respectively. Total sales to these customers were $5,869,886 and $3,715,811, for the three months ended September 30, 2010 and 2009, respectively.
 
Financial instruments which potentially subject the Company to credit risk consist principally of cash on deposit with financial institutions. Management believes that the financial institutions that hold the Company’s cash and cash equivalents are financially sound and minimal credit risk exists with respect to these investments.
 
Note 21 – Supplemental Cash Flow Disclosures
 
The following is supplemental information relating to the consolidated statements of cash flows:
 
   
Three Months Ended
September 30,
 
   
2010
   
2009
 
Cash paid for interest
  $ 337,068     $ 113,143  
Cash paid for income taxes
  $ -     $ -  

15

 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

           The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this report.

           Certain statements in this report constitute “forward-looking statements”. Such forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” or the negative of these words or other variations on these words or comparable terminology. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

           The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this report is a statement of our intention as of the date of this report and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and our assumptions as of such date. We may change our intentions, at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

           Unless the context indicates otherwise, as used in the following discussion, the words “Company”, “we,” “us,” and “our,” each refer to (i) BEFUT International Co., Ltd. (f/k/a Frezer, Inc.), a corporation incorporated in the State of Nevada; (ii) BEFUT Corporation, a corporation incorporated in the State of Nevada and a wholly owned subsidiary of the Company (“Befut Nevada”); (ii) Hongkong BEFUT Co., Ltd. (“Befut Hongkong”), a wholly-owned subsidiary of Befut Nevada, incorporated under the laws of Hong Kong; (iii) Befut Electric (Dalian) Co., Ltd. (“WFOE”), a corporation incorporated under the laws of the People’s Republic of China (the “PRC”), and a wholly-owned subsidiary of Befut Hongkong; (vi) Dalian Befut Wire and Cable Manufacturing Co., Ltd. (“Dalian Befut”), a corporation incorporated under the laws of the PRC, which is a captive manufacturer of WFOE pursuant to a series of contractual agreements; (vii) Dalian Marine Cable Co., Ltd. (“Befut Marine”), a corporation incorporated under the laws of the PRC, and that is 86.6% owned by Dalian Befut; (viii) Dalian Befut Zhong Xing Switch Co., Ltd. (“Befut Zhong Xing”), a corporation incorporated under the laws of the PRC, and that is 73.5% owned by Dalian Befut; and (ix) Dalian Yuansheng Technology Co., Ltd. (“Dalian Yuansheng”), a corporation incorporated under the laws of the PRC, and that is 93.3% owned by Dalian Befut. 

           Unless the context otherwise requires, all references to (i) “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,” “$” and “US$” are to United States dollars; and (iii) “RMB”, “Yuan” and Renminbi are to the currency of the PRC or China.

Overview

We believe that we are one of the most competitive manufacturers of specialty cables in northeastern China.  For the quarter ended September 30, 2010, approximately 45% of our revenues were generated from traditional cable and almost 55% revenues were generated from specialty cable. Our cable products consist of (i) traditional electric power system cable and (ii) an assortment of specialty cable, including marine cable, mining specialty cable, petrochemical cable  We also have developed the capability to produce other types of special cable such as carbon fiber composite cable, submarine cable and certain “new energy” cable, including cable for wind and solar energy. In addition, we have recently begun to develop and produce switch applications, including high and low voltage distribution cabinet  switches and crane electronic control switches, which products compliment our cable product offerings.
 
16

 
Recent Developments

On July 16, 2010, Dalian Befut acquired 60% of equity interests of Dalian Yuansheng for $88,235 (the registered capital value of such equity interests) from Mr. Chengnian Yan. Dalian Befut also increased Dalian Yuansheng’s registered capital by RMB 5 million (or US$735,294), thereby increasing Dalian Befut’s total equity interest to 93.3%.  Dalian Yuansheng is engaged in researching, developing and manufacturing conductive carbon-fiber to provide Dalian Befut with the raw materials it needs to produce carbon fiber composite cable products. One of the principal shareholders of Dalian Yuansheng holds three patents for carbon fiber composite cable, one of which was transferred to Dalian Yuansheng in October 2010, and the remaining two of which are expected to be transferred to Dalian Yuansheng in April, 2011.

Carbon fiber composite core is acknowledged in the cable industry to be the preferred replacement for steel core inside the aluminum contained in high voltage cable products. Compared to traditional steel core, carbon fiber composite core possesses twice the strength, higher conductivity, lower sag, lighter weight, less corrosion, better temperature resistance and the ability to eliminate line freeze. After heavy ice and snow severely damaged the Hunan power grid in 2008, the State Grid Corporation of China modified its technical standards for high voltage cables used in the national power grid to protect against similar disasters in the future. Carbon fiber composite cable products are widely considered to be the best choice for complying with the new standard.

Dalian Yuansheng is located in Changxing Island Harbor Industrial Zone. We plan to invest RMB4,020,000 to purchase equipment for six production lines as part of our first phase to towards achieving an annual production capacity of 500,000 meters (500 km) of carbon fiber composite core. As of September 30, 2010, we  invested RMB1,340,000 to purchase the equipment for two production lines. We intend to install the remaining production lines by the end of  2011.  Our innovative carbon fiber composite cable provides us with a relatively higher profit margin as compared to our other specialty cable products. We currently sell our carbon fiber composite cable  to Xinjiang Tebian Electric Apparatus Stock Co. Ltd. for testing in the Northwest Power Grid of China and to North China Electric Power (Group) Co. Ltd for testing in the North Power Grid of China.  Due to the change in standards for high voltage cables, we expect that there will be a high demand in China for our carbon fiber composite cable products in the near future.

Results of Operations

Quarter ended September 30, 2010 compared to the quarter ended September 30, 2009
 
Item
 
September 30, 2010
   
September 30, 2009
   
Change
 
Sales
  $ 15,930,811     $ 5,483,659       191 %
Cost of sales
  $ 11,670,760     $ 3,862,774       202 %
Gross profit
  $ 4,260,051     $ 1,620,885       163 %
Total operating expenses
  $ 1,050,227     $ 610,158       72 %
Total other income/(expenses)
  $ (218,790 )   $ (76,658 )     -185 %
Net income
  $ 2,183,899     $ 685,165       219 %
Gross profit margin
    26.7 %     29.5 %     -2.8 %
Basic earnings per share
  $ 0.08     $ 0.02       300 %
Diluted earnings per share
  $ 0.08     $ 0.02       300 %
Weighted average number of common shares outstanding:
                       
Basic
    29,715,640       29,510,971       0.7 %
Diluted
    29,752,094       30,280,226       -1.7 %
 
17

 
Sales

           Our sales for the quarter ended September 30, 2010 were $15,930,811, an increase of $10,447,152, or 191%, as compared to the quarter ended September 30, 2009. The increase was primarily due to three factors: (i) significantly increased demand for our traditional cables and specialty cables from new and existing customers as compared to the demand for such products in three months ended September 30, 2009, (ii) the increase of our annual production capacity after we relocated our production facilities to our Phase I Changxing Facility in Dalian’s Changxing Island Harbor Industrial Zone at the end of 2009, and (iii) increased prices of many of our cable products due to an increase in the average price of copper, our primary raw material, in the quarter ended September 30, 2010, which we passed on to our customers. However, the percentage of  sales of specialty cable as total sales for the quarter ended September 30, 2010 was about 55%, a decrease of 5%, as compared to the quarter ended September 30, 2009.

Cost of Sales

           Cost of sales is primarily comprised of the cost of raw materials used in the production of our cable products, direct labor and manufacturing overhead expenses. Our cost of sales for the quarter ended September 30, 2010 was $11,670,760, an increase of $7,807,986, or 202%, as compared to the quarter ended September 30, 2009. The percentage increase in our cost of sales was slightly higher than the percentage increase in our sales due to the cost of traditional cable product is higher than that of specialty cable product and we produced more traditional cable products as percentage of total sales, as compared to the quarter ended September 30, 2009.

Gross Profit

           Gross profit for the quarter ended September 30, 2010 was $4,260,051, an increase of $2,639,166, or 163%, as compared to the quarter ended June 30, 2009. Gross profit as a percentage of sales was 26.7% for the quarter September 2010, a decrease of 2.8%, as compared to the quarter ended September 30, 2009.  The decrease of gross profit rate is again primarily due to that we produced less percentage of specialty cable products which has usually much higher gross margin, as compared to the same quarter last year.

Selling, General and Administrative Expenses

           Our selling, general and administrative expenses consist primarily of salaries and bonuses for sales personnel, advertising and promotion expenses, freight charges, related compensation and professional fees, and amortization expenses. Selling expenses were $38,607 in the quarter ended September 30, 2010, as compared to $21,873 in the quarter ended September 30, 2009, an increase of $16,734, or 76.5%. General and administrative expenses were $1,011,620 for the quarter ended September 30, 2010 , an increase of $423,335, or 72.0%, as compared to the quarter September 30, 2009. The increase of general and administrative expenses are mainly due to the increase in expenses from Dalian Yuansheng, Befut Zhong Xing and WFOE for $215,648, $33,573 and $72,426 respectively.
 
Income from Operations

           Our operating income was $3,209,824 for the quarter ended September 30, 2010, an increase of $2,199,097, or 217.6%, as compared to $1,010,727 for the quarter ended September 30, 2009.  This increase was a result of a significant increase in the gross profit of our business of wire and cable manufacturing, partially offset by an increase of selling, general and administrative expenses.

Government Subsidy

In the quarter ended September 30, 2010, we received subsidies from various PRC governmental bureaus in the aggregate amount of $136,487, as compared to subsidies of $49,954 received in the quarter ended September 30, 2009. The subsidies received by the Company in the quarter ended September 30, 2010 consisted of (i) $73,950 received from the Finance Bureau of Dalian and the Economic and Information Commission of Dalian recognizing the Company as a Newly Identified Municipal Technical Center, (ii) $29,580 received from the Appropriation of Technology Innovation Fund of the Department of Finance of Liaoning Province, and (iii) a refund of $26,745 for value added taxes paid by the Company at the end of 2009.
 
18

 
Interest Expenses

           Interest expense was $386,398 for the quarter ended September 30, 2010, an increase of $254,089, or 192.0%, as compared to $132,309 for the quarter ended September 30, 2009. Such increase is due to the increase of our total bank loans.

 
Income Taxes

           In the quarter ended September 30, 2010, our business operations were conducted solely by WFOE, Dalian Befut and its subsidiaries, and, as such, we were governed by the PRC Enterprise Income Tax Laws (the “EIT Law”). China enterprise income tax is calculated based on taxable income determined under Chinese generally accepted accounting principles. In accordance with the EIT Law, a Chinese domestic company is subject to taxes, including but not limited to: (i) an enterprise income tax rate of 25% and (ii)   a value added tax of 17% on the goods sold.

           Provision for income taxes was $807,135 for the quarter ended September 30, 2010, an increase of $558,231, or 224%, compared to $248,904 for the quarter ended September 30, 2009.

Net Income

           Net income for the quarter ended September 30, 2010 was $2,183,899, an increase of $1,498,734, or 218.7%, as compared to net income of $685,165 for the quarter ended September 30, 2009. The increase was mainly attributable to the increase of $2,639,166 in gross profit, which was partially offset by an increase in general and administrative expenses of $423,335, an increase in interest expense of $254,089 and an increase in income tax provision of $558,231.

Liquidity and Capital Resources

Selected Measures of Liquidity and Capital Resources

           The following table sets forth certain relevant measures regarding our liquidity and capital resources:

(dollars in thousands, except ratios)
 
September 30,
2010
   
June 30,
2010
 
Cash and cash equivalents and restricted cash
 
$
3,161
   
$
2,500
 
Working capital
 
$
7,331
   
$
7,215
 
Ratio of current assets to current liabilities
 
1.4:1
   
1.5:1
 

           Our approximately $0.1 million increase in working capital from June 30, 2010 to September 30, 2010 was primarily due to the increase of $6.1 million of current assets and the increase of $6.0 million of current liabilities. The increase of current assets mainly includes the increase of $4.9 million of account receivables, the increase of $1.3 million of inventory and the increase of $1.3 million of advance payments and partially offset by the decrease of $2.1 million advance payments on R&D in the part of current assets due to a reclassification. The increase of current liabilities mainly includes the increase of $3 million of trade notes payable, the increase of $1.6 million of loans from unrelated parties and the increase of $0.8 million of income tax payable.
 
19

 
Cash Flows

           We had a net decrease of $856,727 in cash and cash equivalents from June 30, 2010 to September 30, 2010, as compared to a net decrease of $32,226 from June 30, 2009 to September 30, 2009, respectively. The following table summarizes such changes:

   
For the three months Ended
 
(dollars in thousands)
 
September 30, 2010
   
September 30, 2009
 
Net cash provided by (used in) operating activities
  $ (882 )   $ (294 )
Net cash used in investing activities
  $ (137 )   $ 27  
Net cash provided by financing activities
  $ 179     $ 233  
Net decrease in cash and cash equivalents and restricted cash
  $ (857 )   $ (32 )

           We used net cash of $882,182 for our operating activities in the quarter ended September 30, 2010, an increase of $587,957, or 200%, as compared to $294,225 in the quarter ended September 30, 2009. The net cash used in our investment activities in the quarter ended September 30, 2010 was $137,297, an increase of $164,471, as compared to $27,174 of net cash used in investment activities in the quarter ended September 30, 2009. The net cash obtained from our financing activities in the quarter ended September 30, 2010 was $178,888, slightly less than the cash obtained in the quarter ended September 30,2009. Our management believes that we have sufficient cash, along with projected cash to be generated from operations, and access to short-term bank loans to support our current operations for the next twelve months. We believe our cash position is strong and sufficient to meet our anticipated working capital needs.  However, if events or circumstances occur and we do not meet our budgeted operating plan, we may be required to seek additional capital and/or reduce certain discretionary spending, which could have a material adverse effect on our ability to achieve our business objectives.  Notwithstanding the foregoing, we may seek additional financing, which may include debt and/or equity financing. There can be no assurance that any additional financing will be available on acceptable terms, if at all.  Any equity financing may result in dilution to existing stockholders and any debt financing may include restrictive covenants.

Operating Activities

           During the quarter ended September 30, 2010, net cash used from operating activities was $882,182, an increase of $587,957 as compared to $294,225 of net cash used from operating activities during the quarter ended September 30, 2009. The increase in net cash of approximately $0.59 million was mainly due to the increase of net income of $1.5 million, the increase of account receivables of $4.7 million, the increase in advance payment of approximately $1.5 million and the increase of trade notes payable of $4.1 million.

Investing Activities

           During the quarter ended September 30, 2010, we used net cash in investing activities of $137,297, an increase of $164,471 as compared to $27,471 in net cash we provided in investing activities for the quarter ended September 30, 2009.

Financing Activities

           During the quarter ended September 30, 2010, net cash provided by financing activities was $178,888, a decrease of $54,560, as compared to net cash of $233,448 provided by financing activities in the fiscal year ended September 30, 2009.
 
20

 
Financial Obligations

           As of September 30, 2010, our outstanding loans were as follows:

 
Creditors
 
Loan Amount
   
Interest Rate
 
  Term
   
Maturity Date
Harbin Bank
  $ 2,994,000       6.372 %
1 year
 
09/13/11
Bank of Dalian
  $ 2,395,200       6.903 %
1 year
 
10/29/10
Bank of East Asia
  $ 748,500       6.318 %
6 months
 
12/25/10
China Development Bank
  $ 14,970,000       6.237 %
7 years
 
11/01/16
 
Accounts Receivable

           The balance of our accounts receivable was $14,236,184, net of allowance for doubtful accounts of $84,625, as of September 30, 2010, as compared to $9,292,310, net of allowance for doubtful accounts of $83,295, as of June 30, 2010. The days’ sales in receivables for the last twelve months ended September 30, 2010 were 125 days, compared to 107 days for the fiscal year ended June 30, 2010.

Inventories

           Inventories consisted of the following as of September 30, 2010 and June 30, 2010, respectively:

(dollars)
 
Sept. 30,
2010
   
June 30,  
2010
 
   Category
           
Raw materials
 
$
1,262,275
   
$
1,093,193
 
Work-in-process
   
555,545
 
   
323,275
 
Finished goods
   
2,011,392
 
   
1,127,321
 
Total inventories
 
$
 3,829,212
   
$
2,543,789
 

           We had total inventory of $3,829,212 as of September 30, 2010, an increase of $1,285,423, or 50.5%, as compared to inventory of $2,543,789 as of June 30, 2010. Days’ sales in inventory for the last twelve months ended September 30, 2010 were 45 days, compared to 40 days for the fiscal year ended June 30, 2010. This increase was primarily due to the significant increases in our production in last two quarters.

Off-Balance Sheet Arrangements

           At September 30, 2010, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Use of Estimates

Management's discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. See Note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies.” We believe that the following paragraphs reflect the more critical accounting policies that currently affect our financial condition and results of operations:

Use of Estimates and Assumption

The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include allowance for doubtful accounts and income taxes. Actual results could differ from those estimates.
 
21

 
Revenue Recognition

The Company derives its revenues primarily from the design, manufacture and sale of industrial wires and cables in the PRC. In accordance with the provisions of ASC Topic 605, revenue is recognized when products are shipped, title and risk of loss is passed to the customers and collection is reasonably assured. Payments received before the above criteria are satisfied are recorded as advance from customers.

Cash and Cash Equivalents

In accordance with FASB ASC Topic 230, "Statement of Cash Flows", the Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are recorded net of allowance for doubtful accounts. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts.  Periodically, management assesses customer credit history and relationships as well as performs an analysis on the aging of accounts receivable.  Based on the results of such analysis, management determines whether certain balances are deemed uncollectible at the end of a certain fixed period.  Using its past collection experience, the Company reserves 0.3% of accounts receivable balances that have been outstanding for less than one year, 3% of accounts receivable balances that have been outstanding for more than one year but less than two years, and 10% of accounts receivable balances that have been outstanding for more than two years.
 
Item 4T.
Controls and Procedures
 
(a) Evaluation of disclosure controls and procedures . At the conclusion of the period ended September 30, 2010, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, in a manner that allowed for timely decisions regarding required disclosure.

(b) Changes in internal controls . During the period covered by this report, there was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

22

 
PART II OTHER INFORMATION
 
Item 6.
Exhibits

The exhibits required by this item are set forth in the Exhibit Index attached hereto.

23

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
BEFUT INTERNATIONAL CO., LTD.
 
       
Date: November 15, 2010
By:  
/s/ Hongbo Cao  
   
Name: Hongbo Cao
 
   
Title: President and Chief Executive Officer
 
   
(principal executive officer)
 

       
Date: November 15, 2010
By:  
/s/ Mei Yu
 
   
Name: Mei Yu
 
   
Title: Chief Financial Officer
 
   
(principal financial officer and principal accounting officer)
 
 
24

 
EXHIBIT INDEX
 
No.
 
Description
31.1
 
– Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
     
31.2
 
– Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
     
32.1
 
– Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
     
32.2
 
– Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
 
25

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