FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BEFUT International Co. Ltd
2. Issuer Name and Ticker or Trading Symbol

BEFUT International Co., Ltd. [ BFTI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

27TH FLOOR, LIANGJIU INTERNATIONAL TOWER, 5 HEYI STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/4/2010
(Street)

DALIAN, F4 116011
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) (2) 11/4/2010     J (1) (2)    13995170   (1) (2) D $ 0   (1) (2) 13934072   (3) D   (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Mr. Hongbo Cao and Mr. Tingmin Li, two individual shareholders of Befut BVI (the "Transferors") and twelve individuals, as set forth on the Stock Transfer Agreement (as defined hereafter) ("Transferees") entered into a Stock Transfer Agreement in August 2010, On November 4, 2010, pursuant to the Share Transfer Agreement, the Transferors transferred 12,800,000 shares of the Company's Common Stock they indirectly owned through Befut BVI to the Transferees for good and valuable considerations recognized between the parties pursuant to the Share Transfer Agreement
( 2)  Mr. Hongbo Cao and certain other stockholders (collectively, the "Original Stockholders") of Befut BVI, entered into a Stockholders Agreement dated March 13, 2009 (the "Stockholders Agreement"), pursuant to which each Original Stockholder has the redemption right to acquire from Befut BVI up to all of such stockholder's pro rata portion of the Company's Common Stock owned by Befut BVI, in exchange of an equivalent portion of Befut BVI's equity interest owned by such Original Stockholder. On November 4, 2010, pursuant to the Stockholders Agreement, Befut BVI distributed to Xiuchun Liu, who was one of the Original Stockholders (in exchange for all of her equity interest in Befut BVI) 1,195,170 shares of the Company's Common Stock previously held by Befut BVI.
( 3)  Befut BVI now directly owns 13,934,072 shares of the Issuer's Common Stock after the above mentioned share transfers. Mr. Hongbo Cao, as the sole director of Befut BVI, has sole voting and investment control over such common stock owned by Befut BVI. Mr. Cao is therefore deemed as the beneficial owner of such common stock. Mr. Hongbo Cao, through his approximately 44.4% ownership interest in Befut BVI, is therefore an indirect owner of 6,180,740 shares of Issuer's common stock, his indirect ownership in the Issuer is diluted to approximately 20.8% due to the above mentioned share transfers.

Remarks:
Mr. Hongbo Cao is President, Chief Executive Officer and Chairman of the Board of Directors of the issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BEFUT International Co. Ltd
27TH FLOOR, LIANGJIU INTERNATIONAL TOWER
5 HEYI STREET
DALIAN, F4 116011

X

Cao Hongbo
27TH FLOOR, LIANGJIU INTERNATIONAL TOWER
5 HEYI STREET
DALIAN, F4 116011

X


Signatures
/s/_Hongbo Cao - Befut International Co. Limited 9/26/2011
** Signature of Reporting Person Date

/s/_Hongbo Cao 9/26/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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