UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K CURRENT REPORT

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest event reported): May 10, 2012

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2011

BEFUT International Co., Ltd.

(Exact name of registrant as specified in charter)

Nevada	0-51336	20-2777600
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


Nevada (State or other jurisdiction of incorporation)		0-51336 (Commission File Number)		20-2777600 (IRS Employer Identification No.)

27th Floor, Liangjiu International Tower
No. 5, Heyi Street, Xigang District		116011
Dalian City, China		(Zip Code)
(Address of principal executive offices)

27^th Floor, Liangjiu International Tower

No. 5, Heyi Street, Xigang District

Dalian City, China

(Address of principal executive offices)

116011
(Zip Code)

(011)-86-411-83678755

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 45.~~02 Non-Reliance~~03 onAmendments ~~Previously~~to ~~Issued~~Articles ~~Financial~~of ~~Statements~~Incorporation or aBylaws; ~~Related~~Change ~~Audit~~in ~~Report~~Fiscal ~~or Completed Interim Review~~Year.

OnPursuant ~~June~~to 2,the ~~2011,~~Certificate of Change filed with the ~~Board~~Secretary of ~~Directors~~State of Nevada on April 24, 2012, BEFUT International Co., Ltd. (the “Company”), ~~after~~effectuated a ~~consultation~~1-for-150 ~~with~~reverse ~~and~~stock ~~upon~~split ~~the recommendation~~ of the ~~management of the~~ Company~~, concluded that the Company~~’s ~~previously~~authorized ~~issued~~shares ~~financial~~of ~~statements~~Common ~~contained~~Stock inat ~~the~~7:00 ~~Company’s Annual~~am ~~Report~~ET on ~~Form~~May 10~~-K for the year ended June 30~~, ~~2010,~~2012 (the ~~Quarterly Reports on Form 10-Q for the quarters ended September 30~~“Effective Date”), ~~2010,~~which ~~December~~is ~~31,~~accompanied ~~2010~~by ~~and~~a ~~March~~corresponding ~~31,~~decrease ~~2011,~~in ~~related financial press releases, and~~ the ~~reports of Patrizio & Zhao, LLC (“P&Z”), the~~ Company’s ~~independent~~issued ~~registered~~and ~~public~~outstanding ~~accounting~~shares ~~firm,~~of ~~relating~~Common to Stock (the ~~years ended June 30, 2009 and 2010 (collectively,~~ “~~the~~Reverse ~~previously~~Stock ~~issued financial statements~~Split”). ~~should~~The noReverse ~~longer~~Stock beSplit ~~relied~~provided ~~upon. The~~for ~~management~~a ofcorresponding decrease in the ~~Company~~number ~~has~~of ~~discussed~~authorized shares ~~the~~of ~~matters~~Common ~~disclosed~~Stock infrom ~~this~~200,000,000 ~~Item~~shares ~~4.02~~to ~~with~~1,333,333 ~~P&Z~~shares.

InPursuant ~~connection~~to the Certificate of Change filed with the ~~preparation~~Secretary of ~~its~~State ~~responses~~of toNevada ~~comments~~on ~~received~~April ~~from~~26, 2012, the ~~Securities~~Company ~~and~~effectuated ~~Exchange~~a ~~Commission,~~150-for-1 forward stock split of the Company’s authorized ~~identified~~shares ~~certain~~of ~~reporting~~Common ~~errors~~Stock ~~and~~at ~~omissions~~7:01 inam ~~its~~ET ~~previously~~on ~~issued~~May ~~financial~~10, ~~statements~~2012, ~~some~~which ofis ~~which~~accompanied by a corresponding increase in the Company’s issued ~~considers~~and ~~material~~outstanding shares of Common Stock (the “Forward Stock Split”). ~~Specifically,~~The Forward Stock Split provided for a corresponding increase in the ~~Company~~number ~~intends~~of authorized shares of Common Stock from 1,333,333 to: 200,000,000 shares.

·Pursuant ~~Revise~~to ~~its~~Section ~~Balance~~78.207 ~~Sheet~~of tothe ~~reclassify~~Nevada Revised ~~advance~~Statutes, ~~payments~~and ~~for~~pursuant ~~fixed~~to ~~assets~~the Amended and ~~research~~Restated Articles of Incorporation (the “Articles of Incorporation”) of the Company, on February 21, 2012 by unanimous written consent, the Board of Directors (the “Board”) of the Company authorized the Reverse Stock Split to be followed by the Forward Stock Split. Pursuant to Section 78.209 of the Nevada Revised Statutes, the Board may amend our Articles of Incorporation to implement the Reverse Stock Split and ~~development~~the asForward ~~non-current~~Stock ~~assets;~~Split without the approval of the stockholders.

·Item ~~Reclassify~~8.01 ~~certain~~Other line items in its Statement of Cash Flows resulting in a change from net cash provided by operating activities of $2,544,636 for the year ended June 30, 2009 to net cash used in operating activities of $997,734 for the year ended June 30, 2009;Events.

·As ~~Revise~~set forth in the ~~net~~disclosure ~~increase~~statement, which is attached as Exhibit (a)(3) to the Schedule 13E-3 and was mailed to each shareholder of record of the Company on April 19, 2012, the Company intends to engage in ~~cash~~a transaction that is structured to reduce the number of record holders of its shares of Common Stock to fewer than 300 and ~~cash~~terminate ~~equivalents~~the ~~for~~registration of our Common Stock under Section 12(g) of the ~~year~~U.S. ~~ended~~Securities Exchange ~~June~~Act 30of 1934, ~~2010~~as amended (the “Exchange Act”) and suspend our duty to befile $1periodic reports and other information with the Securities and Exchange Commission (the “SEC”). Often referred to as a “going private” transaction,~~108~~ the transaction (the “Transaction”) will consist of: (i) the Reverse Stock Split,~~872~~ ~~instead~~in lieu of us issuing fractional shares to stockholders owning less than 150 pre-reverse stock split shares, the Company will pay cash equal to $10.65 multiplied by the number of pre-reverse stock split shares held by such stockholder (the “Cash-Out Price”),~~703~~ followed by (ii) the Forward Stock Split. Accordingly,~~967;~~ shareholders owning fewer than 150 pre-Reverse Stock Split shares (“Discontinued Shareholders”), will have no further interest in the Company, will no longer be shareholders of the Company and will be entitled to receive only the Cash-Out Price.

·In ~~Revise~~order ~~its~~to ~~Statements~~receive payment, stockholders whose shares are registered in their names must send certificates representing such shares of ~~Operations~~the Company’s Common Stock to Corporate Stock Transfer, Inc., as paying agent in the Transaction (the “Exchange Agent”), at the following address, accompanied by properly completed documentation: Corporate Stock Transfer, Inc., 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209. For stockholders holding Common Stock in street name through a nominee (such as a bank or broker), their nominees will be instructed to effect the Reverse Stock Split and ~~Other~~Forward ~~Comprehensive~~Stock ~~Income~~Split for their beneficial holders. As of the date hereof, the Exchange Agent has received $42,499.60 to ~~present~~be ~~interest~~used ~~expenses~~for ~~separately~~the ~~from~~payment ~~interest~~of ~~income;~~the Cash-Out Price.

·As ~~Revise~~soon ~~Basis~~as ofreasonably ~~Presentation~~practicable ~~under~~after the ~~“Note~~Effective 2Date, –the ~~Summary~~Exchange Agent will send each Discontinued Stockholder an instruction letter describing the procedure for surrendering stock certificates in exchange for the payment of ~~Significant~~the ~~Accounting~~Cash-Out ~~Policies”~~Price. Upon receipt of properly completed documentation and stock certificates, each Discontinued Stockholder will be entitled to ~~include~~receive ~~consolidation~~the ascash apayment, ~~critical~~without ~~accounting~~interest, ~~policy;~~from the Exchange Agent. We anticipate that our Exchange Agent will mail instruction letters to Discontinued Stockholders within five (5) business days after the Effective Date. Discontinued Stockholders should allow approximately five (5) business days after mailing their properly completed documentation and stock certificates for such materials to be received by our Exchange Agent and should anticipate receiving their cash payment, without interest, approximately ten (10) business days after the receipt of such materials by our Exchange Agent.

·As ~~Revise~~a ~~“Note~~result 2of –the ~~Summary~~Transaction, Discontinued Shareholders are entitled to certain Dissenters Rights under the provisions of ~~Significant~~Chapter ~~Accounting~~92A ~~Policies~~of the Nevada Revised Statutes. On or about May 20, 2012, the Company will deliver a written notice of dissenter’s rights (“Dissenters’ Rights Notice”) to Discontinued Shareholders. The Dissenters’ Rights Notice will be accompanied by (i) a form for demanding payment from us that includes the date of the first announcement to ~~include~~the news media or to the ~~accounting~~stockholders ~~policies~~of ~~for~~the ~~Value~~terms ~~Added~~of ~~Tax~~the proposed action and ~~Interest~~requires ~~Cost~~that ~~Capitalized~~the person asserting dissenters’ rights to certify whether or not they acquired beneficial ownership of the shares before that date; (ii) a copy of the provisions of Chapter 92A; and (iii) a brief description of the procedures that a stockholder must follow to exercise dissenters’ rights. In order to maintain eligibility to exercise dissenters’ rights under Chapter 92A, Discontinued Shareholders must take the following actions within 30 days of the date that the Dissenters’ Rights Notice was delivered (that is, not later than June 19, 2012): (i) deliver a written demand for payment on the form provided in the Dissenters’ Rights Notice; (ii) certify whether the Discontinued Shareholder acquired beneficial ownership of the shares before the date set forth in the Dissenters’ Rights Notice; and (iii) deliver the certificates representing the dissenting shares to the Company.

·The ~~Revise~~Transaction ~~“Note~~has 13been –approved ~~Earnings~~and ~~Per~~declared by ~~Share”~~Financial Industry Regulatory Authority to ~~include~~take effect on May 10, 2012. As a ~~summary~~result of ~~calculations~~the ~~determining~~Transaction, the ~~number~~fractional shares of ~~diluted~~common stock acquired by the Company will be cancelled and returned to the status of authorized but unissued shares. ~~for~~The ~~each~~Company’s Common ~~period~~Stock ~~presented~~was suspended from quotation on the OTCQB tier of the OTC Markets; ~~and~~however, it may be eligible for continued quotation on the OTC Pink tier of the OTC Markets. The public registration of our common stock under the Exchange Act will be terminated upon the filing of a Form 15 with the SEC on May 11, 2012. The Company is no longer required to file periodic reports under section 13(a) of the Exchange Act with the SEC.

~~· Revise “Note 15 – Income Taxes” to address the timing of the Company’s payments for income taxes.~~SIGNATURES

~~Although~~Pursuant to the ~~Company~~requirements of ~~has concluded that~~ the ~~previously~~Securities ~~issued~~Exchange ~~financial~~Act ~~statements~~of ~~should no longer be relied upon~~1934, the ~~Company~~registrant has ~~determined~~duly ~~that~~caused ~~the~~this ~~restatements~~report ofto ~~the~~be ~~previously~~signed ~~issued financial statements have no effect~~ on ~~the~~its ~~Company’s~~behalf ~~sales~~by ~~and net income for~~ the ~~year~~undersigned hereunto ~~ended~~duly ~~June 30, 2010 and for the quarters ended September 30, 2010, December 31, 2010 and March 31, 2011~~authorized.

Management is assessing what changes may be necessary in the evaluation of the Company’s internal control over financial reporting and its disclosure controls and procedures and expects to reach a final conclusion with respect to these matters until completion of the restatement process.

	BEFUT INTERNATIONAL CO., LTD.

Date: May 11, 2012	By:	/s/ Hongbo Cao
		Name: Hongbo Cao Title: Chairman and Chief Executive Officer

The Company is working with P&Z to correct all reporting errors in its previously issued financial statements as soon as practicable, and intends to file amendments to its Annual Report on Form 10-K for the year ended June 30, 2010, and amendments to its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2010, December 31, 2010 and March 31, 2011 reflecting the restated financial statements with respect to the previously issued financial statements. Given that the review process is still ongoing, the matters discussed herein are preliminary and subject to change.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This current report on Form 8-K contains forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause the Company’s results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including: statements about the Company’s intention to restate its financial statements and the periods that are expected to be impacted by the restatement of its financial statements; and statements regarding its internal control over financial reporting and disclosure controls and procedures; Such forward-looking statements may contain the words "plan," "expect," "believe," "intend," "estimate," "may," and similar words. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected in such statements due to various important factors, including but not limited to the risk that that the Company and/or independent registered public accounting firm could reach further and different conclusions concerning matters related to its financial statements. The forward-looking statements made in this Form 8-K speak only as of the date of this report, and the Company does not undertake any obligation to update any such statements except as required under the federal securities laws.

SIGNATURES

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

	BEFUT INTERNATIONAL CO., LTD.
Date: June 2, 2011	By:	/s/ Hongbo Cao
	Name: Hongbo Cao
	Title: President and Chief Executive Officer

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