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 March 31,
2009




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 0-51336





FREZER,
INC.


(Exact
name of small business issuer as specified in its charter)




Nevada
                  
                  20-2777600(State
      or other jurisdiction of
                  
                  (IRS
      Employerincorporation
      or organization)
                  
                  Identification
      No.)





No. 90-1
Hongji Street


Xigang
District Dalian City


Liaoning Province, PRC, 116011


(Address
of principal executive offices) (Zip Code)





+86-411-83678755


(Issuer's
telephone number, including area code)








Indicate
by check mark whether the issuer (1) 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 xNo
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 oNo 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.





Large accelerated
      filero
                
                Accelerated fileroNon-accelerated
      filero
                  (Do not check if a smaller
      reporting company)
                
                Smaller reporting
      companyx





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo 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: 119,859,130 shares of Common
Stock, $.001 par value, were outstanding as of May 12, 2009.










TABLE OF
CONTENTS




PART I
                                                                
                                                                FINANCIAL INFORMATION
                                                                PageItem
      1.
                                                                
                                                                Financial
      Statements.
                                                                1Item
      2.
                                                                
                                                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                                                                14Item
      3.
                                                                
                                                                Quantitative
      and Qualitative Disclosures About Market Risk
                                                                21Item
      4T.
                                                                
                                                                Controls
      and Procedures.
                                                                21PART II
                                                                
                                                                OTHER INFORMATIONItem
      6.
                                                                
                                                                Exhibits
                                                                22Signatures
                                                                
                                                                
                                                                23Exhibits/Certifications









PART
I - FINANCIAL INFORMATION





Item
1.        Financial
Statements






FREZER,
INC
 
 CONSOLIDATED
FINANCIAL STATEMENTS
 
 MARCH
31, 2009 AND 2008
  (UNAUDITED)
  1
 FREZER,
INC
 Consolidated
Financial Statements
 March
31, 2009 And 2008
 (Unaudited)
   Table
of Contents
  PageCONSOLIDATED
      FINANCIAL STATEMENTSReport
      of Independent Registered Public Accounting Firm
                                
                                3Consolidated
      Balance Sheets
                                
                                4Consolidated
      Statements of Operations and Other Comprehensive Income
    (loss)
                                
                                5Consolidated
      Statements of Cash Flows
                                
                                6Notes
      to Consolidated Financial Statements
                                
                                7
  2
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders
 Frezer,
Inc
 
 We have
reviewed the accompanying consolidated balance sheet of Frezer, Inc (the
“Company”) as of March 31, 2009, and the related consolidated statements of
operations and other comprehensive income (loss), and cash flows for the nine
months ended March 31, 2009 and 2008. 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 consolidated 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 interim financial statements for them to be in conformity with
accounting principles generally accepted in the United States of
America.
 
  Parsippany,
New Jersey
 May 11,
2009
  3
  FREZER,
INC
 Consolidated
Balance Sheets
 
 March 31,
                              
                              
                              June 30,2009
                              
                              
                              2008(Unaudited)Assets:Current
      assets:Cash and cash
      equivalents
                              
                              $
                              443,632
                              
                              
                              $
                              353,049Restricted cash
                              
                              
                              586,000
                              
                              
                              
                              -Accounts receivable, net of
      allowance for doubtful accounts of $20,222and
      $25,263 at March 31, 2009 and June 30, 2008, respectively
                              
                              
                              6,597,550
                              
                              
                              
                              5,902,124Inventory
                              
                              
                              2,303,694
                              
                              
                              
                              1,643,943Other receivables
                              
                              
                              284,920
                              
                              
                              
                              894,078Bank loan security
      deposits
                              
                              
                              751,545
                              
                              
                              
                              630,288Advances to
    suppliers
                              
                              
                              2,185,507
                              
                              
                              
                              529,602Prepaid expenses
                              
                              
                              -
                              
                              
                              
                              9,972Total current
    assets:
                              
                              
                              13,152,848
                              
                              
                              
                              9,963,056Property
      and equipment, net:
                              
                              
                              18,476,741
                              
                              
                              
                              15,306,859Other
      assets:Intangibles, net
                              
                              
                              6,258,907
                              
                              
                              
                              5,631Loans to third
      parties
                              
                              
                              5,034,089
                              
                              
                              
                              505,375Long-term
    investment
                              
                              
                              2,930
                              
                              
                              
                              2,918Total other
    assets:
                              
                              
                              11,295,926
                              
                              
                              
                              513,924Total assets:
                              
                              $
                              42,925,515
                              
                              
                              $
                              25,783,839Liabilities
      and stockholders’ equity:Current
      liabilities:Accounts payable and accrued
      expenses
                              
                              $
                              1,436,032
                              
                              
                              $
                              1,515,630Short-term bank
    loans
                              
                              
                              5,640,250
                              
                              
                              
                              2,188,500Advances from
      customers
                              
                              
                              768,130
                              
                              
                              
                              353,442Notes payable
                              
                              
                              1,172,000
                              
                              
                              
                              500,000Taxes payable
                              
                              
                              64,856
                              
                              
                              
                              46,956Other payables
                              
                              
                              1,471,840
                              
                              
                              
                              443,337Total current
      liabilities:
                              
                              
                              10,553,108
                              
                              
                              
                              5,047,865Long-term
      bank loan:
                              
                              
                              5,470,310
                              
                              
                              
                              5,763,050Minority
      interest:
                              
                              
                              376,340
                              
                              
                              
                              385,839Total
liabilities:
                              
                              
                              16,399,758
                              
                              
                              
                              11,196,754Stockholders’
      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,119,859,130
      shares issued and outstanding
                              
                              
                              119,859
                              
                              
                              
                              119,859Additional paid-in
      capital
                              
                              
                              14,419,854
                              
                              
                              
                              4,432,883Statutory reserve
                              
                              
                              653,287
                              
                              
                              
                              653,287Retained earnings
                              
                              
                              9,455,960
                              
                              
                              
                              7,566,470Accumulated other comprehensive
      income
                              
                              
                              1,876,797
                              
                              
                              
                              1,814,586Total stockholders’
      equity:
                              
                              
                              26,525,757
                              
                              
                              
                              14,587,085Total liabilities and
      stockholders' equity:
                              
                              $
                              42,925,515
                              
                              
                              $
                              25,783,839
   The
accompanying notes are an integral part of these consolidated financial
statements.
 4
  FREZER,
INC
 Consolidated
Statements of Operations and Other Comprehensive Income (loss)
 (Unaudited)
 
 For
      the Three Months Ended
                      
                      
                      For
      the Nine Months EndedMarch 31,
                      
                      
                      March 31,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Sales:
                      
                      $
                      2,299,475
                      
                      
                      $
                      4,350,280
                      
                      
                      $
                      13,183,015
                      
                      
                      $
                      15,425,818Cost
      of goods sold:
                      
                      
                      1,738,983
                      
                      
                      
                      2,507,211
                      
                      
                      
                      10,000,530
                      
                      
                      
                      11,113,476Gross
      profit:
                      
                      
                      560,492
                      
                      
                      
                      1,843,069
                      
                      
                      
                      3,182,485
                      
                      
                      
                      4,312,342Operating
      expenses:Selling, general and
      administrative
                      
                      
                      340,409
                      
                      
                      
                      131,101
                      
                      
                      
                      921,132
                      
                      
                      
                      743,612Income
      from operations:
                      
                      
                      220,083
                      
                      
                      
                      1,711,968
                      
                      
                      
                      2,261,353
                      
                      
                      
                      3,568,730Other
      income (expenses):Interest expense
                      
                      
                      (112,397
                      )
                      
                      
                      (154,411
                      )
                      
                      
                      (392,559
                      )
                      
                      
                      (346,915
                      )Other income
      (expense)
                      
                      
                      (38,658
                      )
                      
                      
                      (4,752
                      )
                      
                      
                      (4,335
                      )
                      
                      
                      136,388Government subsidy
      income
                      
                      
                      -
                      
                      
                      
                      36,725
                      
                      
                      
                      159,925
                      
                      
                      
                      470,566Total other income
      (expenses):
                      
                      
                      (151,055
                      )
                      
                      
                      (122,438
                      )
                      
                      
                      (236,969
                      )
                      
                      
                      260,039Income
      before provision for income tax:
                      
                      
                      69,028
                      
                      
                      
                      1,589,530
                      
                      
                      
                      2,024,384
                      
                      
                      
                      3,828,769Provision
      for income tax:
                      
                      
                      43,554
                      
                      
                      
                      922
                      
                      
                      
                      145,976
                      
                      
                      
                      60,952Net
      income before minority interest:
                      
                      
                      25,474
                      
                      
                      
                      1,588,608
                      
                      
                      
                      1,878,408
                      
                      
                      
                      3,767,817Minority
      interest:
                      
                      
                      (10,278
                      )
                      
                      
                      (1,850
                      )
                      
                      
                      (11,082
                      )
                      
                      
                      (4,270
                      )Net
      income:
                      
                      
                      35,752
                      
                      
                      
                      1,590,458
                      
                      
                      
                      1,889,490
                      
                      
                      
                      3,772,087Other
      comprehensive income:Foreign currency translation
      adjustment
                      
                      
                      (104,386
                      )
                      
                      
                      586,950
                      
                      
                      
                      62,211
                      
                      
                      
                      1,104,428Comprehensive
      income (loss):
                      
                      $
                      ( 68,634
                      )
                      
                      $
                      2,177,408
                      
                      
                      $
                      1,951,701
                      
                      
                      $
                      4,876,515Basic
      earnings per share
                      
                      $
                      0.00
                      
                      
                      $
                      0.01
                      
                      
                      $
                      0.02
                      
                      
                      $
                      0.03Diluted
      earnings per share
                      
                      $
                      0.00
                      
                      
                      $
                      0.01
                      
                      
                      $
                      0.02
                      
                      
                      $
                      0.03Weighted
      average number of commonshares
      outstandingBasic
                      
                      
                      119,859,130
                      
                      
                      
                      119,859,130
                      
                      
                      
                      119,859,130
                      
                      
                      
                      119,859,130Diluted
                      
                      
                      119,859,130
                      
                      
                      
                      119,859,130
                      
                      
                      
                      119,859,130
                      
                      
                      
                      119,859,130
   The
accompanying notes are an integral part of these consolidated financial
statements.
  5
  FREZER,
INC
 Consolidated
Statements of Cash Flows
 (Unaudited)
 
 For
      the Nine Months EndedMarch 31,2009
                      
                      
                      2008Cash
      flows from operating activities:Net
      Income
                      
                      $
                      1,889,490
                      
                      
                      $
                      3,772,087Adjustments
      to reconcile net income to net cashprovided
      by (used in) operating activities:Depreciation and
      amortization
                      
                      
                      196,298
                      
                      
                      
                      168,389Minority interest
                      
                      
                      (11,082
                      )
                      
                      
                      (4,270
                      )Changes in current assets and
      current liabilities:Accounts
      receivable
                      
                      
                      (670,925
                      )
                      
                      
                      572,472Inventory
                      
                      
                      (652,768
                      )
                      
                      
                      (471,737
                      )Other
      receivables
                      
                      
                      74,163
                      
                      
                      
                      (1,330,795
                      )Advances
      to suppliers
                      
                      
                      (42,212
                      )
                      
                      
                      27,989Prepaid
      expenses
                      
                      
                      10,010
                      
                      
                      
                      625Accounts
      payable and accrued expenses
                      
                      
                      (89,011
                      )
                      
                      
                      229,164Advances from
      customers
                      
                      
                      413,093
                      
                      
                      
                      (589,150
                      )Taxes
      payable
                      
                      
                      54,941
                      
                      
                      
                      (20,129
                      )Other
      payables
                      
                      
                      988,920
                      
                      
                      
                      (154,023
                      )Total
adjustments:
                      
                      
                      271,427
                      
                      
                      
                      (1,571,465
                      )Net cash provided by operating
      activities:
                      
                      
                      2,160,917
                      
                      
                      
                      2,200,622Cash
      flows from investing activities:Additions to property and
      equipment
                      
                      
                      (64,699
                      )
                      
                      
                      (126,346
                      )Additions to construction in
      progress
                      
                      
                      (3,235,176
                      )
                      
                      
                      -Advance payments for property and
      equipment
                      
                      
                      (1,610,950
                      )
                      
                      
                      -Loans to third
      parties
                      
                      
                      (3,986,629
                      )
                      
                      
                      (1,844,040
                      )Net cash used in investing
      activities:
                      
                      
                      (8,897,454
                      )
                      
                      
                      (1,970,386
                      )Cash
      flows from financing activities:Additional paid in
      capital
                      
                      
                      3,233,556
                      
                      
                      
                      -Issuance (repayment) of notes
      payable
                      
                      
                      1,171,600
                      
                      
                      
                      (406,920
                      )Bank loan security
      deposits
                      
                      
                      (118,625
                      )
                      
                      
                      (367,584
                      )Proceeds from short-term bank
      loans
                      
                      
                      3,441,575
                      
                      
                      
                      237,370Repayment of long-term bank
      loan
                      
                      
                      (316,332
                      )
                      
                      
                      (67,820
                      )Net cash provided by (used in)
      financing activities:
                      
                      
                      7,411,774
                      
                      
                      
                      (604,954
                      )Effect
      of foreign currency translation on cash:
                      
                      
                      1,346
                      
                      
                      
                      91,479Net
      increase (decrease) in cash and cash equivalents:
                      
                      
                      676,583
                      
                      
                      
                      (283,239
                      )Cash
      and cash equivalents – beginning:
                      
                      
                      353,049
                      
                      
                      
                      331,618Cash
      and cash equivalents and restricted cash – ending:
                      
                      $
                      1,029,632
                      
                      
                      $
                      48,379Supplemental
      schedule of non cash activitiesOther receivable reclassified as
      loan to third party
                      
                      $
                      538,462
                      
                      
                      $
                      -Contributed intangible
      assets
                      
                      $
                      6,253,415
                      
                      
                      $
                      -Advance payments reclassified to
      construction in progress
                      
                      $
                      -
                      
                      
                      $
                      9,131,831
   The
accompanying notes are an integral part of these consolidated financial
statements.
  6
  FREZER,
INC
  Notes
to Consolidated Financial Statements
 March
31, 2009 and 2008
 (UNAUDITED)
 Note
1 – Organization and Nature of Business
 
 Frezer, Inc (“Frezer”), a
public shell company asdefined in Rule 12b-2 of the Exchange Actof 1934,
established under the laws of Nevada on May 2, 2005.The
accompanying consolidated financial statements include the financial statements
of Frezer,
Inc. and its subsidiaries(the
“Company”).The Company’s primary business
is to design and
manufacture industrial wires and cables.
 
 On March 13, 2009, Frezer
entered into and consummated a series of transactions whereby(a) Frezer acquired
100% of the outstandingshares of
common stock of Befut Corporation, which
was incorporated in the Nevada on January 14, 2009 (“Befut Nevada”), constituting
all of the capital stock of Befut Nevada, from Befut International Co. Limited,
a British Virgin Islandscompany
(“Befut BVI”) in exchange for the issuance to Befut BVI of a net number of
117,768,300 sharesof Frezer’s common
stock and the cancellationof an
aggregate of 2,176,170 shares of the Frezer’s common
stock and (b) Frezer raised
$500,000 in gross proceeds from the sale to four investors ofconvertible
promissory notes of Frezer in the
principal amount of $500,000 and warrants to purchase an aggregate of 720,076
shares of Frezer’scommon
stock.The
acquisition has been accounted for as a reverse acquisition under the purchase
method for business combinations.
 
 Hong Kong
BEFUTE Co., Ltd. (“Befut Hong Kong”)was incorporated on
September 10, 2008 under the laws of Hong Kong. As ofMarch 13, 2009, Befut Nevada owns 100%
of the shares of Befut Hong Kong.On February
13, 2009, Befut Hong Kong invested 100% in Befut Electric (Dalian) Co., Ltd.
(“WFOE”) in the city of
Dalian, the People’s Republic of
China (the “PRC”).
 
 On
February 16, 2009, WFOE entered into a series of agreements, the purpose of
which was to restructure Dalian BefutWire & Cable
Manufacturing Co., Ltd. (“Dalian Befut”) in accordance with PRC law such
that itcould seek
capital and grow its business (the “Restructuring”), Dalian Befutwas
incorporated on June 13, 2002 under the laws of the PRC. First, WFOE entered
into an Original Manufacturer Agreement (the “OEM Agreement”) withDalian Befut
with the following material provisions: (i) Dalian Befut may not manufacture
products for any person or entity other than WFOE without itswritten
consent; (ii) WFOE is to provide all raw materials and advance related costs to
Dalian Befut, as well as provide design requirements for products to bemanufactured;
(iii) WFOE is responsible for marketing and distributing the products
manufactured by Dalian Befut and it keeps all related profits andrevenues; and
(iv) WFOE has an exclusive right to purchase whole or part of the assets and/or
equity of Dalian Befut to the extent permitted by the PRC law atthe sole
discretion of WFOE and at the mutually agreed price.In addition,
on February 16, 2009, WFOE entered into two ancillary agreements with Dalian
Befut: (i) Intellectual Property Rights License Agreement, pursuantto which WFOE
shall be permitted to use the intellectual property rights such as trademarks,
patents and know-how for the marketing and sale of the productsmanufactured
by Dalian Befut; and (ii) Non-competition Agreement, pursuant to which Dalian
Befut shall not compete against WFOE.
 
 Note
2 – Summary of Significant Accounting Policies
 
 Basis
of Presentation
 
 The Company’s Consolidated Financial
Statements include the accounts of its direct wholly-owned subsidiaries and of
its indirect proportionate share ofsubsidiariesowned by the wholly-owned
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 (GAAP) applicable to
interim financial information and the requirements of Form 10-Q and Rule 10-01
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.
  7
 
  FREZER,
INC
 Notes
to Consolidated Financial Statements
 March
31, 2009 and 2008
 (UNAUDITED)
 Note
2 – Summary of Significant Accounting Policies (continued)
 
 Interim
Financial Statements
 
 These
interim financial statements should be read in conjunction with the audited
financial statements for the years ended June 30, 2008 and 2007, 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 financial
statements for the years ended June 30, 2008 and 2007.
 
 Note
3– Restricted Cash
 
 As of March 31, 2009 and June
30, 2008, the Company
had $586,000 and$-0- restricted
cash,respectively. These restricted
cash balancesarereserved for settlement
of tradenotes payablein connection withinventory purchases.The cash is held
in custody by the bankissuing thetrade notes
payable, is restricted as to withdrawal or use, and is currentlyearning
interest.
 
 Note
4– Inventory
 
 Inventory
at March 31, 2009 and June, 2008 consists of the following:
  March 31,
                        2009
                      
                      
                      June 30,
                        2008Raw
      materials
                      
                      $
                      821,423
                      
                      
                      $
                      194,273Work
      in process
                      
                      
                      60,617
                      
                      
                      
                      111,756Finished
      goods
                      
                      
                      1,421,654
                      
                      
                      
                      1,337,914Total
                      
                      $
                      2,303,694
                      
                      
                      $
                      1,643,943
 
 Note
5– Advances to Suppliers
 
 As a
common practice in Chinese business environment, the Company is often required
to make advances to certain vendors for inventory, equipment, and
construction-in-progress. The balances outstanding for advances on purchase of
inventory amounted to $574,007 and $529,602 as of March 31, 2009 and June 30,
2008, respectively. Additionally, the Company made advances on equipment
purchases amounting to $1,611,500 and $-0- as of March 31, 2009 and June 30,
2008, respectively.
 
 Note
6– Property and Equipment
 
 Property
and equipment at March 31, 2009 and June 30, 2008 consists of the
following:
 
 March 31,
                      2009
                    
                    
                    June 30,
                      2008Buildings
                    
                    $
                    1,023,650
                    
                    
                    $
                    1,019,457Machinery
      and equipment
                    
                    
                    1,610,098
                    
                    
                    
                    1,587,174Office
      equipment and furniture
                    
                    
                    55,678
                    
                    
                    
                    52,550Vehicles
                    
                    
                    246,103
                    
                    
                    
                    199,869Subtotal
                    
                    
                    2,935,529
                    
                    
                    
                    2,859,050Less:
      Accumulated depreciation
                    
                    
                    1,014,796
                    
                    
                    
                    817,3661,920,733
                    
                    
                    
                    2,041,684Add:
      Construction in progress
                    
                    
                    16,556,008
                    
                    
                    
                    13,265,175Total
                    
                    $
                    18,476,741
                    
                    
                    $
                    15,306,859
 
 Depreciation
expense for the nine months ended March 31, 2009 and 2008 was $194,002 and
$166,026, respectively.
  8
 
  FREZER,
INC
  Notes
to Consolidated Financial Statements
 March
31, 2009 and 2008
 (UNAUDITED)
  Note
7– Intangible Assets
 
 Intangible
assets at March 31, 2009 and June 30, 2008 consist of the
following:
 
 March 31,
                      2009
                    
                    
                    June 30,
                      2008Software
                    
                    $
                    16,137
                    
                    
                    $
                    16,049High-tech
      patent
                    
                    
                    6,255,528
                    
                    
                    
                    -Subtotal
                    
                    
                    6,271,665
                    
                    
                    
                    16,049Less:
      Accumulated amortization
                    
                    
                    12,758
                    
                    
                    
                    10,418Total
                    
                    $
                    6,258,907
                    
                    
                    $
                    5,631
 
 Amortization
expense for the nine months ended March 31, 2009 and 2008 was $2,296 and $2,363,
respectively.
 
 Note
8– Loans to Third Parties
 
 As ofMarch31, 2009 and June 30,
2008, the Company
had outstandingloans to third partiesof $5,034,089 and
$505,375, respectively. These loans representadvancestothird
partiesat an annual
interest rate of50% above the
applicable bank interest rate. Interest payments are
made semi-annually with no principal paymentsmadeuntil the due
date, as per the terms of the loan agreement.
 
 Note
9 – Accounts Payable and Accrued Expenses
 
 Accounts
payable and accrued expenses consist of the following:
 
 March 31,
                      2009
                    
                    
                    June 30,
                      2008Accounts
      payable
                    
                    $
                    1,330,310
                    
                    
                    $
                    1,435,630Accrued
      expenses
                    
                    
                    105,722
                    
                    
                    
                    80,000Total
                    
                    $
                    1,436,032
                    
                    
                    $
                    1,515,630
 
 The
carrying value of accounts payable and accrued expenses approximates fair value
due to the short-term nature of these obligations.
 
 Note
10 – Short-Term Bank Loans
 
 Short-term
bank loans consist of the following:
 
 March 31,
                                    
                                    
                                    June 30,2009
                                    
                                    
                                    2008On
      August 2, 2007, the Company obtained a loan from Agricultural Bank
      ofChina,
      of which the principal was to be paid in full by July 12, 2008.
      Theinterest
      was calculated using an annual fixed interest rate of 9.576%
      andpaid
      monthly. The loan was secured by a third party.
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    291,800On
      December 24, 2007, the Company obtained a loan from Shanghai
      PudongDevelopment
      Bank, of which the principal was to be paid in full by
      December24,
      2008. The interest was calculated using an annual fixed interest rate
      of8.019%
      and paid monthly. The loan was secured by the Company’s
      propertyand
      equipment and a third party.
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    1,459,000
  9
 
  FREZER,
INC
  Notes
to Consolidated Financial Statements
 March
31, 2009 and 2008
 (UNAUDITED)
  Note
10 – Short-Term Bank Loans (continued)
 
 On
      April 24, 2008, the Company obtained a loan from Bank of
      Dalian,of
      which the principal is to be paid in full by April 24, 2009. The
      interestis
      to be calculated using an annual fixed interest rate of 9.711% and
      paidmonthly.
      The loan is secured by a third party.
                                                    
                                                    $
                                                    439,500
                                                    
                                                    
                                                    $
                                                    437,700On
      July 31, 2008, the Company obtained a loan from GuangdongDevelopment
      Bank, of which the principal is to be paid in full by July 31,
      2009.The
      interest is to be calculated using an annual fixed interest rate of
      9.98%and
      paid monthly. The loan is secured by a third party.
                                                    
                                                    $
                                                    586,000
                                                    
                                                    
                                                    $
                                                    -On
      August 27, 2008, the Company obtained a loan from Bank of
      Dalian,of
      which the principal is to be paid in full by August 27, 2009. The
      interestis
      to be calculated using an annual fixed interest rate of 10.458% and
      paidmonthly.
      The loan is secured by the Company’s inventory.
                                                    
                                                    $
                                                    2,930,000
                                                    
                                                    
                                                    $
                                                    -On
      November 21, 2008, the Company obtained a loan from Agricultural
      Bankof
      China of which the principal is to be paid in full by August 20, 2009.
      Theinterest
      is to be calculated using an annual fixed interest rate of 10.1085%
      andpaid
      monthly. The loan is secured by property and equipment and a third
      party
                                                    
                                                    $
                                                    219,750
                                                    
                                                    
                                                    $
                                                    -On
      December 28, 2008, the Company obtained a loan from Agricultural
      Bankof
      China of which the principal is to be paid in full by December 28, 2009.
      Theinterest
      is to be calculated using an annual fixed interest rate of 8.019%
      andpaid
      monthly. The loan is secured by a store of the Company
                                                    
                                                    $
                                                    1,465,000
                                                    
                                                    
                                                    $
                                                    -Total
                                                    
                                                    $
                                                    5,640,250
                                                    
                                                    
                                                    $
                                                    2,188,500
 
 Note
11 – Long-Term Bank Loan
 
 In
November 2006, the Company obtained a loan from Construction Bank of China for
property purchase. As per the terms of the loan agreement, the loan will mature
in November 2011. The interest rate is to be adjusted every twelve
months.
 
 As ofMarch 31, 2009and June 30, 2008, theoutstanding loanbalance
was$5,470,310 and $5,763,050,
respectively. The annual interest ratefor the first and the second yearwasfixed at
8.6879% and 7.50312%, respectively.
The adjustable current rate is 15.7895%.
 
 Note
12 –Notes Payable
 
 Notes
payable consist of noncollateralized non-interest bearing promissory notes
issued in connection with the acquisition of certain inventory. Balances
outstanding under the notes as of March 31, 2009andJune 30,
2008were$1,172,000 and
$500,000, respectively.
 
 Note
13 –Other Payables
 
 As a
common business practice in China, companies borrow money from each other for
short-term needs in connection with inventory purchases. Other payables
represent the balance that the company owes to other entities as a result of
such borrowings. They are short-term in nature, noncollaterized, non interest
bearing andpayable upon
demand.
  10
 
  FREZER,
INC
  Notes
to Consolidated Financial Statements
 March
31, 2009 and 2008
 (UNAUDITED)
 Note
14 –Earnings Per Share
 
 The
Company presents earnings per share on a basic and diluted basis. Basic earnings
per share have been computed by dividing income available to common shareholders
by the weighted average number of common shares outstanding. Diluted earnings
per share have been computed by dividing income available to common shareholders
by the weighted average number of shares outstanding including the dilutive
effect of equity securities. All shares and per share data have been adjusted
retroactively to reflect the recapitalization of
the Company pursuant to the Securities Exchange Agreement withBefut
Nevada.
  Three Months Ended March
31,2009
                                            
                                            
                                            2008Net
      income
                                            
                                            $
                                            35,752
                                            
                                            
                                            $
                                            1,590,458Weighted
      average common shares(denominator
      for basic income per share)
                                            
                                            
                                            119,859,130
                                            
                                            
                                            
                                            119,859,130Effect
      of diluted securities:
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Weighted
      average common shares(denominator
      for diluted income per share)
                                            
                                            
                                            119,859,130
                                            
                                            
                                            
                                            119,859,130Basic
      net income per share
                                            
                                            $
                                            0.00
                                            
                                            
                                            $
                                            0.01Diluted
      net income per share
                                            
                                            $
                                            0.00
                                            
                                            
                                            $
                                            0.01
 
 Nine Months Ended March 31,2009
                          
                          
                          2008Net
      income
                          
                          $
                          1,889,490
                          
                          
                          $
                          3,772,087Weighted
      average common shares(denominator
      for basic income per share)
                          
                          
                          119,859,130
                          
                          
                          
                          119,859,130Effect
      of diluted securities:
                          
                          
                          -
                          
                          
                          
                          -Weighted
      average common shares(denominator
      for diluted income per share)
                          
                          
                          119,859,130
                          
                          
                          
                          119,859,130Basic
      net income per share
                          
                          $
                          0.02
                          
                          
                          $
                          0.03Diluted
      net income per share
                          
                          $
                          0.02
                          
                          
                          $
                          0.03
 
 Note
15– Stockholders’ Equity And Related Financing Agreements
 
 On March
13, 2009 the shareholders of Befut BVI were issued 117,768,300 shares of
Frezer’s Common Stock, under a Share Exchange Agreement (SEA) pursuant to a
claim of exemption under Section 4(2) of the Securities Act of 1933, as amended,
for issuances not involving a public offering. Under the SEA, after the transfer
of all of its shares, Befut BVI became a wholly-owned subsidiary of
Frezer.
  11
 
  FREZER,
INC
 Notes
to Consolidated Financial Statements
 March
31, 2009 and 2008
 (UNAUDITED)
 Note
15– Stockholders’ Equity And Related Financing Agreements
(Continued)
 
 On March
13, 2009, the Company completed a private financing totaling $500,000 with 4
accredited investors (the “March 2009 Financing”). Consummation of the financing
was a condition to the completion of the Share Exchange transaction with Befut
BVI and the Befut BVI Stockholders under the Share Exchange Agreement. The
securities offered in the financing were sold pursuant to a Securities Purchase
Agreement (the “Purchase Agreement”) by and among Frezer and the investors named
in the Purchase Agreement (collectively, the “Investors”).
 
 In
accordance with the Purchase Agreement, the Company issued a total securities
consisting of: (i) 3,130,869 shares of Frezer’s common stocks in connection with
the private financing; (ii) Five (5) year warrants to purchase 720,076 shares of
Frezer Common Stock, $0.001 par value per share at an initial exercise price of
$0.1916 per share.
 
 Note
16– Income Taxes
 
 Frezer
and Befut Nevada being incorporated in the State of Nevada are not subject to
any income tax according to the rules and regulations of the
Nevada.
 
 Befut BVI
was incorporated in the British Virgin Islands. Under the corporate tax laws of
British Virgin Islands, it is not subject to tax on income or capital
gain.
 
 Before
January 1, 2008, the operating subsidiary Dalian Befut in the PRC was generally
subject to PRC enterprise income tax at 33%. On March 16, 2007, the PRC
government promulgated a new tax law, China’s Unified Corporate Income Tax Law
(“New CIT Law”), which took effect on January 1, 2008. Under the New CIT Law,
foreign-owned enterprises as well as domestic companies are subject to a unified
tax rate of 25%. Accordingly, Dalian Befut in the PRC has been subject to the
PRC corporate income tax at a rate of 25% on their taxable income arising in the
PRC commencing from January 1, 2008.
 
 In July
2006, the FASB issued FASB Interpretation No.48, Accounting for Uncertainty in
Income Taxes (FIN48). 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 FIN48 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 nine months ending March 31, 2009.
 
 Note
17– Statutory Common Welfare Fund
 
 As
stipulated by the People’s Republic of China (PRC), net income after taxation
can be distributed as dividends only after appropriation has been made for the
following:
 
 (i)
              Making
      up cumulative prior years’ losses, if
any;
 
 (ii)
              Allocations
      to the “Statutory surplus reserve” of at least 10% of income after tax, as
      determined under PRC accounting rules and regulations, until the fund
      amounts to 50% of the Company's registered
  capital;
  12
 
  FREZER,
INC
 Notes
to Consolidated Financial Statements
 March
31, 2009 and 2008
 (UNAUDITED)
 Note
17– Statutory Common Welfare Fund (Continued)
 
 (iii)
              Allocations
      of 5-10% of income after tax, as determined under PRC accounting rules and
      regulations, to the Company's “Statutory common welfare fund”, which is
      established for the purpose of providing employee facilities and other
      collective benefits to the Company's
employees;
 
 Allocations
to the discretionary surplus reserve, is approved in the shareholders’ general
meeting. The Company did not provide a reserve for the welfare fund for the nine
months ended March 31, 2009 and 2008, respectively.
 
 Note
18 – Risk Factors
 
 For the
nine months ended March 31, 2009 and 2008, three major vendors accounted for
approximately 51.43% and 64.58% of the Company’s raw materials, respectively.
Total purchases from these vendors were $6,663,615 and $8,994,696 for the nine
months ended March 31, 2009 and 2008, respectively.
 
 For the
nine months ended March 31, 2009, five major customers accounted for
approximately 54.14% and 30.58% of the net revenue, respectively. Total sales
made to these customers amounted to $7,136,456 and $4,718,004 for the nine
months ended March 31, 2009 and 2008, respectively.
 
 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 environments in the PRC as well as by the general
state of the PRC’s economy. The Company's business may 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
19 - Concentrations of Credit Risk
 
 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
20 – Supplemental Cash Flow Disclosures
 
 The
following is supplemental information relating to the consolidated statements of
cash flows:
 
 Nine Months Ended March 31,2009
                      
                      
                      2008Cash
      paid for interest
                      
                      $
                      392,559
                      
                      
                      $
                      346,915Cash
      paid for income taxes
                      
                      $
                      102,422
                      
                      
                      $
                      60,952
 
 Note
21 - Subsequent Events
 
 On April
13, 2009, the Board of Directors approved a 1 for 4.7 reverse stock split of the
Company’s outstanding common stocks, and name change to Befut International Co.,
Ltd. (the “Corporate Actions”).
 
 The
reverse split will become effective when the Company receives an approval notice
from the Financial Industry Regulatory Authority. The name change will become
effective when the Company files with the Secretary of State of the State of
Nevada. The Company anticipates the Corporate Actions will occur on or about
June 8, 2009.
 
 13


Item 2.      
Management’s Discussion and Analysis of
Financial Condition andResults 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 and our audited
consolidated financial statements and the notes to those financial statements
filed with Securities and Exchange Commission on Form 8-K on March 19, 2009 (the
“Super 8-K”).
 
 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,” “expects,” “management
believes,” “we believe,” “we 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.
 
 Unless
the context indicates otherwise, as used in the following discussion, the words
"Company”, "we,” "us,” and "our,” each refer to (i) Frezer, Inc., (ii) BEFUT
Corporation, a corporation incorporated in the State of Nevada (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 organized under the laws of the
People’s Republic of China (the “PRC”), a wholly-owned subsidiary of Befut
Hongkong; (vi) Dalian Befut Wire and Cable Manufactuing Co., Ltd. (“Dalian
Befut”), a corporation incorporated under the laws of the PRC, which is
controlled by Dalian Befut through a series of agreements; and (vii) Dalian
Marine Cable Co., Ltd., a corporation that is 86.6% owned by Dalian Befut.
(“Befut Marine”)
 
 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” are to Yuan Renminbi of
China.
 
 Overview
 
 As we
described in the Super 8-K, on March 13, 2009, we entered into and consummated a
series of transactions whereby (a) Frezer, Inc. acquired 100% of the outstanding
shares of common stock of 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 (the “Reverse Merger”) and (b) the Company raised
$500,000 in gross proceeds from the sale to four investors 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 (the
“Private Placement”). Befut BVI owns all the shares of Befut Hongkong and Befut
Hongkong is the sole shareholder of WFOE, which controls its captive
manufacturing company, Dalian Befut through a series of agreements.
 
 As a
result of the Reverse Merger, we, through WFOE and Dalian Befut, are engaged in
the production of traditional cables, including metallurgy, coal and electric
power system cables and specialty cables, including marine cable, mine specialty
cable, nuclear cable, and petrochemical cable.
 
 Our
Business
 
 We are
one of the largest developers, manufacturers and distributors of cable and
wire in northeastern China, headquartered in Dalian. We are engaged in the
production of traditional cables, including metallurgy, coal and electric power
system cables and specialty cables, including marine cable, mine specialty
cable, nuclear cable, and petrochemical cable. We also have the technical
capability for the production of large-scale marine cable, a segment with
significantly higher profit margins. During the past decade, the city of Dalian
has become a center for ship manufacturing and nuclear power plant
construction.  Therefore, we are positioning the Company
from being a traditional cable manufacturer to a specialty cable supplier.
In 2006, we commenced the construction of our project in the industry zone on
Changxing Island, Dalian for production of specialty cable, including
marine cable. However, as a direct impact of the global financial crisis, orders
from ship manufacturers and steel refining companies have decreased dramatically
in the first and second quarter of 2008.  In the third and fourth
quarter, we adjusted our marketing strategy to temporarily refocus on
traditional coal cable until the economic environment is recovered. We project
our sales for traditional cable will remain at 57.6% for the next three years.
In the meanwhile, we will continue to put more resources into developing,
marketing and selling of petrochemical and marine cables as part of our
long-term business strategy.
  14
 
 We sell
our products through a network of twenty-four sales persons located in Dalian
and sales branches in six cities, such as Beijing, Shenyang, An’shan, Jilin and
Benxi to facilitate the sales in those cities. In addition, we contracted three
distributors to explore new distribution channels. Normally, the contracts with
distributors are for one year. For the nine month ended March 31, 2009, all of
our revenues were generated from the sales made through our sales
persons.
 
 Global
Economic Environment
 
 Our
business is dependent on consumer demand for our products. We believe that
significant uncertainty in the global economy and a slowdown in ship
manufacturing and steel refining have had a significant impact on company
revenue and increased our clients’ sensitization to the cost of our products. If
the global economic environment continues to be weak, these worsening economic
conditions could have a negative impact on our sales growth and operating margin
in 2009.
 
 Despite
of the downturn in the ship manufacturing and steel refining industries, mining
and telecommunication constructions in China still keep its development speed.
As such, demands for the related specialty cables are increasing, especially
demands for mining specialty cable which has gross profit margin in a range of
35% to 45%.
 
 Our
Products
 
 Traditional
      Cable –
              Mainly
      Electric Cable which has an outstanding thermo-mechanical property,
      excellent electrical and anti-corrosion properties, and is used in
      telecommunication industry, auto industry, metal refining, electrical
      industry, petrochemical industry and transportation industry including
      electrified railway, urban rail transportation, and construction
      industry.
 
 Specialty
Cables, such as the following -
 
 Marine
      Cable –
              It
      has strong physical features such as stronger antierosion, anti-stretch
      and long use life, and applicable to all the ship building standard
      categories such as construction of ships, on-water oil platform, coastal
      marine project, and is also capable of meeting all needs on a ship
      including power transmission, signal transmission of lighting and
      information processing equipment, and control
  system.
 
 Nuclear
      Cable –
              It
      is  high-temperature resistant, corrosion protection,
      low-temperature resistant, hard-wear, rusty-resistant, acid-bases
      resistant, age-resistant, long-life. It can be used in nuclear power
      plants.
 
 Mine
      Specialty Cable –
              It
      is temperature resistant, corrosion protection, soft, low-temperature
      resistant. It can be used by mining
  corporations.
 
 Petrochemical
      Cable –
              It
      has corrosion protection, long-life, high stretch resistance features. It
      is used in the petrochemical enterprise and the offshore
      building.
 
 Other
      Specialty Cable –
              It
      is high temperature resistant, low-temperature resistant, hard-wear,
      acid-bases resistant, age resistant, long-life. It can be used in
      Steelwork and ore yard.
 
 Recent
Developments
 
 We have
completed the first phase construction of our Changxing Island Project.
Changxing Island is 120 kilometers from Dalian. The buildings constructed in the
first phase occupied a land of 65,000 square meters with a total construction
area of 45,477 square meters.
 
 Results
of Operations
 
 Results
of Operations for Three Months ended March 31, 2009 and 2008
 
 For
      the Three Months Ended
                    EndedMarch 31,
                    2009
                  
                  
                  March 31,
                    2008Sales
                  
                  $
                  2,299,475
                  
                  
                  $
                  4,350,280Cost
      of sales
                  
                  
                  1,738,983
                  
                  
                  
                  2,507,211Total
      expenses
                  
                  
                  340,409
                  
                  
                  
                  131,101Other
      income/(expense)
                  
                  
                  (151,055
                  )
                  
                  
                  (122,438
                  )Income
      taxes
                  
                  
                  43,554
                  
                  
                  
                  922Net
      income
                  
                  
                  35,752
                  
                  
                  
                  1,590,458Foreign
      currency translation adjustment
                  
                  
                  (104,386
                  )
                  
                  
                  586,950Comprehensive
      income
                  
                  $
                  (68,634
                  )
                  
                  $
                  2,177,408
  15
  Sales
 
 Our sales
for the three months ended March 31, 2009 were $2,299,475, a decrease of
$2,050,805, or 47.14%, compared to the same period of 2008. Such decrease is
primarily attributable to the decrease in the price of the final products
arising from the decrease in our major raw material, copper and change of
product mix from specialty cable to traditional cable. Due to the current global
financial condition, the demand for high price, high profit specialty cable has
decreased. We are forced to adjust our product mix of regular cable and
specialty cable to adapt to the current demand. In the third quarter, our sales
for traditional cable and specialty cable accounted to approximately 73% and 27%
of our total sales, respectively. Our total output and sales volume for the
three months ended March 31, 2009, however, were higher than those of the three
months ended March 31, 2008.
 
 Cost
of Goods Sold
 
 Our cost
of goods sold for the three months ended March 31, 2009 was $1,738,983, a
decrease of $768,228 or 30.64%, compared to the same period of 2008. Cost of
goods sold is primarily comprised of the cost of our raw materials and direct
labor, manufacturing overhead expenses. Our principal raw material is copper,
the price of which can affect our operating results.
 
 The unit
price of copper decreased to RMB28,200 (approximately $4,100) per ton in the
three months ended March 31, 2009 from RMB57,000 (approximately $8,300) per ton
from the comparable period in the prior year, a decrease of 50.6%.
 
 The cost
of sales as percentage of sales for the three month ended March 31, 2009 was
75.63%, an increase of 18 percentage points, compared to the same period of
2008. The increase was primarily due to change of our product mix to refocus on
traditional cable, which generated lower profit as compared to profit generated
from specialty cable.
 
 Gross
Profit
 
 Our gross
profit is equal to the difference between sales and cost of goods sold. Our
gross profit for the three months ended March 31, 2009 was $560,492 a decrease
of $1,282,577 or 69.58%, compared to the same period of 2008. The decrease in
gross profit was mainly attributable to the decrease of demand of high profit
specialty cable. Gross profit as a percentage of net sales was 24.37% for the
three months ended March 31, 2009, as compared to 42.37% for the same period of
2008. The gross profit margin decreased by 18 percentage points.
 
 Selling,
General and Administrative Expenses
 
 Our
selling expenses consist primarily of salaries of sales personnel, advertising
and promotion expenses, freight charges, related compensation and professional
fees. Selling and general administrative expenses were $340,409 for the three
months ended March 31, 2009, an increase of $209,308 or 159.65%, compared to
that of the same period of 2008. Such increase was attributable to the expenses
and professional fees in connection with the Reverse Merger and the Private
Placement consummated on March 13, 2009.
 
 Operating
Income
 
 Our
operating income was $220,083 for the three months ended March 31, 2009, a
decrease of $1,491,885 or 87.14%, compared to the same period of 2008. The sharp
decrease in our operating income was mainly attributable to the higher
proportion of traditional cable with a lower profit margin produced during the
three months ended March 31, 2009 in reaction to the market shift.
 
 Government
Subsidy
 
 We did
not receive subsidy from Chinese local government for the three months ended
March 31, 2009 while we received $36,725 for the three months ended March 31,
2008.
  16
 
 The local
government has a favorable policy to encourage new investments in Changxing
Island where our new facilities are located.  However, such subsidy is
on a year by year basis and has its uncertainty.
 
 Income
Taxes
 
 Our
business operations were solely conducted by Dalian Befut and its subsidiary
Befut Marine which were incorporated in the PRC. They were governed by the PRC
Enterprise Income Tax Laws.  In accordance with the PRC Enterprise
Income Tax Laws, a PRC domestic company is subject to the following taxes,
including but not limited to: (i) enterprise income tax rate has been adjusted
from 33% to 25%, effective from January 1 2008, when the new PRC Enterprise
Income Tax Laws became effective; and (ii) value added tax at the rate of 17%
for most of the goods sold.
 
 Our
income tax was $43,554 for the three months ended March 31, 2009, an increase of
$42,632 compared to $922 for the same period of 2008. In the three months ended
March 31, 2008, the Company enjoyed favorable income tax treatment due to the
fact it hired handicapped employees which is encouraged by local government;
however, the application of such favorable tax treatment on us expired as of
March 31, 2009. We are in the process of renewing our status with the local
government. Once our status is renewed, a tax deduction will be applied to
us  retrospectively.
 
 Net
Income
 
 Net
income for the three months ended March 31, 2009 was $35,752, a decrease of
$1,554,706 or 97.75%, from $1,590,458 for the same period of 2008. The decrease
was attributable to the low demand of specialty cable and marine wire which has
a higher profit margin.
 
 Results
of Operations for the Nine Months ended March 31, 2009 and 2008
 
 For
      the Nine Months Ended
                    EndedMarch 31,
                    2009
                  
                  
                  March 31,
                    2008Sales
                  
                  $
                  13,183,015
                  
                  
                  $
                  15,425,818Cost
      of sales
                  
                  
                  10,000,530
                  
                  
                  
                  11,113,476Total
      expenses
                  
                  
                  921,132
                  
                  
                  
                  743,612Other
      income/(expense)
                  
                  
                  (236,969
                  )
                  
                  
                  260,039Income
      taxes
                  
                  
                  145,976
                  
                  
                  
                  60,952Net
      income
                  
                  
                  1,889,490
                  
                  
                  
                  3,772,087Foreign
      currency translation adjustment
                  
                  
                  62,211
                  
                  
                  
                  1,104,428Comprehensive
      income/(loss)
                  
                  $
                  1,951,701
                  
                  
                  $
                  4,876,515
 
 Sales
 
 Our sales
for the nine months ended March 31, 2009 were $13,183,015, a decrease of
$2,242,803 or 14.54%, compared to the same period of 2008. The decrease was
attributable to the decrease in the price of the final products arising from the
decrease in our major raw material, copper and change of our product mix. For
the nine month ended March 31, 2009, our sales for traditional cable and
specialty cable accounted to approximately 58% and 42% of our total sales,
respectively. We maintained an increase on our total output and sales volume,
comparing the nine months ended March 31, 2009 with those of the same period of
2008.
 
 Cost
of Goods Sold
 
 Cost of
goods sold is primarily comprised of the cost of our raw materials and direct
labor, manufacturing overhead expenses. Our cost of goods sold for the nine
months ended March 31, 2009 was $10,000,530, a decrease of $1,112,946 or 10.01%,
compared to the same period of 2008. Our principal raw material is copper, the
price of which can affect our operating results. As we described in the three
months comparison analysis above, the unit price of copper, our main material,
decreased by approximately one third in the nine months ended March 31, 2009 as
compared to the same period of the prior year. The decrease was partially offset
by increased production of traditional cable, which has a higher cost as to
revenue as compared to such ratio of specialty cable and wire.
  17
  Gross
Profit
 
 Our gross
profit is the difference between net sales and cost of goods sold. Our gross
profit for the nine months ended March 31, 2009 was $3,182,485, a decrease of
$1,129,857 or 10.17%, compared to the same period of 2008. Gross profit as a
percentage of net sales was 24.14% for the nine month ended March 31, 2009, as
compared to 27.96% for the same period of 2008.
 
 The
decrease of our net sales was offset by the decreased cost of goods sold in the
nine months ended March 31, 2009. The downward trend of the prices of our raw
materials, mainly consisting of copper, contributes to the decrease of the cost
of goods sold.
 
 Selling,
General and Administrative Expenses
 
 Our
selling, general and administrative expenses consist primarily of salaries of
sales personnel, advertising and promotion expenses, freight charges, related
compensation and professional fees. Selling and general administration expenses
were $921,132 for the nine months ended March 31, 2009, an increase of $177,520
or 23.87%, as compared to the same period of 2008. Such increase is mainly due
to the expenses and professional fees in connection with the Reverse Merger and
the Private Placement consummated on March 13, 2009.
 
 Operating
Income
 
 Our
operating income was $2,261,353 for the nine months ended March 31, 2009, a
decrease of $1,307,377 or 36.63%, primarily a result of the decrease in sales,
partially offset by decrease in cost of goods sold.
 
 Government
Subsidy
 
 We
received subsidy from Chinese local government for the nine months ended March
31, 2009 at the amount of $159,925, while we received $470,566 for the nine
months ended March 31, 2008. As we analyzed in the three months comparison, the
local government’s subsidy has its uncertainty.
 
 Income
Taxes
 
 Our
business operations were solely conducted by our subsidiaries incorporated in
the PRC and we were governed by the PRC Enterprise Income Tax
Laws.  China enterprise income tax is calculated based on taxable
income determined under Chinese GAAP. In accordance with the PRC Income Tax
Laws, a Chinese domestic company is subject to the following taxes, including
but not limited to: (i) enterprise income tax rate has decreased from 33% to 25%
effective from January 1 2008, when the new PRC Enterprise Tax Law became
effective; and (ii) value added tax at the rate of 17% for most of the goods
sold.
 
 A
valuation allowance is provided to reduce the carrying amount of deferred tax
assets if it is considered more likely than not that some portion, or all, of
the deferred tax assets will not be realized. No differences were noted between
the book and tax bases of the Company’s assets and liabilities.
 
 Income
taxation provision was $145,976 for the nine months ended March 31, 2009, an
increase of $41,470 or 68.04%, compared to the same period of 2008. Such
increase is due to expiration of special tax deduction as the company was
qualified for welfare status by hiring handicapped employees. We are in the
process of renewing our status with the local government. Once our status is
renewed, a tax deduction will be given retroactively.
 
 Net
Income
 
 Net
income for the nine months ended March 31, 2009 was $1,889,490, a decrease of
$1,882,597 or 49.91%, compared to the same period of 2008. The decrease was due
to a variety of reasons such as the lower sales and the less government
subsidy.
 
 
 Liquidity
and Capital Resources
 
 Selected
Measures of Liquidity and Capital Resources
 
 The
following table sets forth certain relevant measures of our liquidity and
capital resources:
 
 (dollars,
      except ratios and per common share data)
                          
                          March 31,
                            2009
                          
                          
                          June 30,
                            2008Cash
      and cash equivalents
                          
                          $
                          443,632
                          
                          
                          $
                          353,049Working
      capital
                          
                          $
                          2,599,740
                          
                          
                          $
                          4,915,191Ratio
      of current assets to current liabilities
                          
                          1.25:1
                          
                          
                          1.97:1
  18
 
 The
decreases in working capital and the ratio of current assets to current
liabilities, as of March 31, 2009, compared to June 30, 2008, were
primarily due to the increase in short-term bank loan, partially offset by
increase in advances to suppliers.
 
 Cash
Flows
 
 During
the nine months ended March 31, 2009 and 2008, we had a net change in cash and
cash equivalents of $676,583 and $(283,239), respectively.  The
following table summarizes such changes:
 
 For
      the Nine Months Ended
                    EndedMar. 31,
                    2009
                  
                  
                  Mar. 31,
                    2008Net
      cash provided by operating activities
                  
                  $
                  2,160,917
                  
                  
                  $
                  2,200,622Net
      cash used in investing activities
                  
                  
                  (8,897,454
                  )
                  
                  
                  (1,970,386
                  )Net
      cash provided by/(used in) financing activities
                  
                  
                  7,411,774
                  
                  
                  
                  (604,954
                  )Effect
      of exchange rate change on cash and cash equivalents
      securities
                  
                  
                  1,346
                  
                  
                  
                  91,479Net
      increase/(decrease) in cash and cash equivalents
                  
                  $
                  676,583
                  
                  
                  $
                  (283,239
                  )
 
 We have
historically financed our operations and capital expenditures principally
through cash provided by operations and bank loans. Our management believes that
the Company has sufficient cash, along with projected cash to be generated by
the business of the Company to support its current operations for the next
twelve months. However, we have a plan to expand our operation on Changxing
Island which requires approximately RMB50 million or $7.3 million capital. There
can be no assurance that any additional financing will be available on
acceptable terms, if at all.
 
 Operating
Activities
 
 During
the nine months ended March 31, 2009, we generated $39,705 less cash from
operating activities as compared to the nine months ended March 31, 2008. While
we had $1,882,597 less cash generated from net income, our other payables were
increased by $1,142,943. Other payables are the short-term loans the Company
borrowed from other companies in China. They are short-term in nature,
noncollaterized, non interest bearing and payable upon demand.
 
 Investing
Activities
 
 During
the nine months ended March 31, 2009, we used $6,927,068 more cash for investing
activities as compared with the nine months ended March 31, 2008, which
principally reflects the spending of approximately $3,235,176 in the
construction of new factory building on Changxing Island and advance payments
for property and equipment of $1,610,950.
 
 Financing
Activities
 
 During
the three months ended March 31, 2009, we generated $8,016,728 more cash for
financing activities as compared with the nine months ended March 31, 2008,
which principally reflects proceeds from short-term bank loans and additional
paid-in capital contributed by new shareholders.
 
 During
the nine months ended March 31, 2009, we received loans of a total of $3,441,575
from Chinese local banks, and we repaid $316,332 for certain long-term bank
loan.
 
 Financial
Obligation
 
 As of
March 31, 2009, our outstanding loans were as follows:
 
 Creditors
                      
                      Loan
                        Amount
                      
                      
                      Interest
      Rate
                      
                      
                      Term
                      
                      Expiration
      DateBank
      of Dalian
                      
                      
                      439,500
                      
                      
                      
                      9.711
                      %
                      
                      1
      year
                      
                      04/24/09Guangdong
      Development Bank
                      
                      
                      586,000
                      
                      
                      
                      9.98
                      %
                      
                      1
      year
                      
                      07/31/09Agricultural
      Bank of China
                      
                      
                      219,750
                      
                      
                      
                      10.1085
                      %
                      
                      1
      year
                      
                      08/20/09Bank
      of Dalian
                      
                      
                      2,930,000
                      
                      
                      
                      10.458
                      %
                      
                      1
      year
                      
                      08/27/09Agricultural
      Bank of China
                      
                      
                      1,465,000
                      
                      
                      
                      8.019
                      %
                      
                      1
      year
                      
                      12/28/09Construction
      Bank of China
                      
                      
                      5,470,310
                      
                      
                      To
      be adjusted
                        every
      12 months
                      
                      
                      5
      year
                      
                      
                      11/2011Total
                      
                      $
                      11,110,560
  19
 
 Accounts
Receivable
 
 We had
$6,597,550 accounts receivable, net of allowance for doubtful accounts of
$20,222 as of March 31, 2009, compared to $5,902,124, net of allowance for
doubtful account of $25,263 as of June 30, 2008, an increase of $695,426, mainly
due to certain state-owned companies as our clients began to require to retain
from 5% to 10% of the revenues we generated from them as quality guarantee
deposit for a term of one year. Such quality guarantee deposit can be released
to us if there are no quality issues of the products we provide at the
expiration of such one-year term.
 
 Inventories
 
 Inventories
consisted of the following as of March 31, 2009 and June 30, 2008,
respectively:
 
 (dollars)
                  
                  March 31,
                    2009
                  
                  
                  June 30,
                    2008Raw
      materials
                  
                  $
                  821,423
                  
                  
                  $
                  194,273Work-in-process
                  
                  
                  60,617
                  
                  
                  
                  111,756Finished
      goods
                  
                  
                  1,421,654
                  
                  
                  
                  1,337,914Total
      inventories
                  
                  $
                  2,303,694
                  
                  
                  $
                  1,643,943
 
 We had an
inventory of $2,303,694 as of March 31, 2009, an increase of $659,751 or 40.13%.
The increase is primarily due to the increase in raw materials of $627,150 for
the purposes of storing copper while its price is relatively low.
 
 Intangible
Assets
 
 In the
third quarter of 2009, we recorded a patent named Intelligent Reactive Power
Compensation for Automatic Screen at a value of $6,255,528. This utility model
adopts non-contact controlling from reactive controller to capacitor switching
and therefore it prolongs useful life of equipments.  We will amortize
this intangible asset over its useful life of ten years from April
2009.
 
 Loan
to Third Parties
 
 Between
2007 and 2008, we entered into four separate loan agreements with our important
business alliances, which permitted them to borrow principal up to RMB51 million
(approximately $7.5 million) at an annual interest rate of 50% more than bank
current rate. These loans are secured by borrowers’ accounts receivables, fixed
assets and under the term ranged from one to four years. As of March 31, 2009
and June 30, 2008, we had outstanding loans to third parties of $5,034,089 and
$505,375, respectively.
 
 Off-Balance
Sheet Arrangements
 
 We do not
have any off-balance sheet arrangements.
 
 Critical
Accounting Policies
 
 Revenue
Recognition
 
 Sales
revenue, is recognized at the date of shipment to customers, at which time title
passes to customer provided that there are no uncertainties regarding customer
acceptance, persuasive evidence of formal arrangement exists, the sales price is
fixed and determinable, the delivery is completed, no other significant
obligations of the Company exist and collectability is deemed probable. Payments
received before all of the relevant criteria for revenue recognition are
satisfied are recorded as unearned revenue.
  20
  Use
of Estimates and Assumption
 
 In
presenting our financial statements in conformity with generally accepted
accounting principles, we are required to make estimates and assumptions that
affect the amounts reported therein.  Several of the estimates and
assumptions we are required to make relate to matters that are inherently
uncertain as they pertain to future events.  However, events that are
outside of our control cannot be predicted and, as such, they cannot be
contemplated in evaluating such estimates and assumptions.  If there
is a significant unfavorable change to current conditions, it could result in a
material adverse impact to our consolidated results of operations, financial
position and liquidity.  We believe that the estimates and assumptions
we used when preparing our financial statements were the most appropriate at
that time. See Note 2 to our consolidated financial statements, “Basis of
Presentation and Summary of Significant Accounting Policies.” While there have
been no material changes to our critical accounting policies as to the
methodologies or assumptions we apply under them, we continue to monitor such
methodologies and assumptions.
 
 Cash
and Cash Equivalents
 
 For
statement of cash flows purposes, the Company considers all cash on hand and in
banks, certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.
 
 Accounts
Receivable
 
 Accounts
receivable are stated at the amount management expects to collect from balances
outstanding at the end of the period. Based on its assessment of the credit
history with customers having outstanding balances and current relationships
with them, management makes conclusions whether any realization of losses on
balances outstanding at the end of the period will be deemed uncollectible based
on the age of the receivables. The Company reserves 3% of accounts receivable
balances that have been outstanding less than one year, 5% of accounts
receivable balances that have been outstanding between one year and two years,
and 100% of receivable balances that have been outstanding more than two
years.




Item
3.        Quantitative and Qualitative
Disclosures About Market Risk







This item does not apply to smaller
reporting company such as us.






Item
4T.        Controls and
Procedures




(a)           Evaluation of disclosure controls
and procedures. At the conclusion of the period ended March 31, 2009 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 defined in the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), Rules 13a-15e and 15d-15e). 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 that has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.




21




PART
II        OTHER INFORMATION




Item
6.        Exhibits





(a)
Exhibits





3.1 –
Bylaws, as amended.





31.1 –
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 by Mr. Hongbo Cao.





31.2 –
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 by Ms. Mei Yu.





32.1 –
Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 by Mr. Hongbo Cao and Ms. Mei
Yu.




22




SIGNATURES





Pursuant
to the requirements of the Securities Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.





FREZER, INC.Date:
      May 15, 2009
                            BY:
                            /s/Hongbo
      CaoHongbo
      CaoPresident
      and Chief Executive Officer(principal
      executive officer)Date:
      May 15, 2009
                            BY:
                            /s/
      Mei YuMei
      YuChief
      Financial Officer(principal
      financial officer and accounting officer)




23