rodobo_8ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 5, 2010
RODOBO
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50340
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75-2980786
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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380
Changjiang Road, Nangang District,
Harbin,
PRC, 150001
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
011-86-451-82260522
(Former
name or former address, 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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 2.01
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COMPLETION
OF ACQUISITION OR DISPOSITION OF
ASSETS.
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This Amendment No. 1 on Form 8-K/A
(“Amendment No. 1”) amends and supplements the Current Report on Form 8-K of
Rodobo International, Inc., a Nevada corporation (the “Company”), filed with the
Securities and Exchange Commission (the “Commission”) on February 9, 2010 (the
“Initial Form 8-K”) to disclose the acquisition of 100% of the equity interests
in each of the three following dairy companies which are all located in the
People’s Republic of China, through the mergers of Ewenkeqi Beixue Dairy Co.,
Ltd ( “Ewenkeqi Beixue” ), Hulunbeier Beixue Dairy Co., Ltd (“Hulunbeier
Beixue”), and Hulunbeier Hailaer Beixue Dairy Factory (“Hulunbeier Hailaer
Beixue”), with and into the Company’s wholly owned subsidiary Harbin Tengshun
Technical Development Co., Ltd. (“Tengshun Tech”) pursuant to Equity
Transfer Agreements entered into on February 5, 2010 by and between Tengshun
Tech and each of Ewenkeqi Beixue, Hulunbeier Beixue and Hulunbeier Hailaer
Beixue (the “Equity Transfer Agreements”).
This Amendment No. 1 amends and
supplements the Initial Form 8-K, to include the audited and unaudited
historical financial statements of Ewenkeqi Beixue, Hulunbeier Beixue and
Hulunbeier Hailaer Beixue as required by Item 9.01(a) of Form 8-K and the
unaudited pro forma condensed combined financial data as required by
Item 9.01(b) of Form 8-K. The foregoing description of the transactions
consummated pursuant to the Equity Transfer Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text thereof,
which were filed as Exhibits 10.1, 10.2 and 10.3 to the Initial Form 8-K, and
are incorporated herein by reference.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(a)
Financial Statements of Business Acquired.
The
required audited financial statements of Ewenkeqi Beixue, Hulunbeier Beixue, and
Hulunbeier Hailaer Beixue, each as of September 30, 2009 and for the years ended
September 30, 2009 and 2008 are attached hereto as Exhibits 99.1, 99.3 and 99.5,
respectively, and are incorporated in their entirety herein by reference. The
required unaudited condensed interim financial statements of Ewenkeqi Beixue,
Hulunbeier Beixue, and Hulunbeier Hailaer Beixue each as of December 31, 2009
and each for the three months ended December 31, 2009 and 2008 are attached
hereto as Exhibits 99.2, 99.4 and 99.6, respectively, and are incorporated in
their entirety herein by reference.
(b)
Pro Forma Financial Information.
The
required unaudited pro forma condensed combined financial data as of and for the
three months ended December 31, 2009 and for the year ended September 30, 2009
is attached hereto as Exhibit 99.7 and is incorporated in its entirety herein by
reference.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Rodobo
International, Inc |
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By:
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/s/ Yanbin
Wang |
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Name: |
Yanbin
Wang |
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Title: |
Chairman
and Chief Executive Officer |
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Dated:
April 13, 2010