10-K/A 1 rodobo_10ka1-093008.txt FORM 10-K AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2008 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number 000-50340 RODOBO INTERNATIONAL, INC. -------------------------- (Name of registrant as specified in its charter) Nevada 75-2980786 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 380 Changjiang Road, Nangang District, Harbin, PRC 150001 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number 86 0451 82260522 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $334,697 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 1,435,568 EXPLANATORY NOTE We are filing this Form 10-K/A (the "Amended Filing") to amend our Form 10-K for the year ended September 30, 2008, originally filed with the Securities and Exchange Commission on January 13, 2009 (the "Original Filing"), to correct errors in Part II, Item 9A(T), Controls and Procedures. The Amended Filing is limited in scope to such item and does not amend, update, or change any other items or disclosures contained in the Original Filing. Accordingly, other items that remain unaffected are omitted in this filing. Except as described in this paragraph, we do not purport by this Amended Filing to update any of the information contained in the Original Filing. Item 9A(T). Controls and Procedures Evaluation of Disclosure Controls and Procedures ------------------------------------------------ On September 30, 2008, the Company entered into an Agreement and Plan of Merger (the "Agreement") among its wholly owned acquisition subsidiary, Rodobo International, Inc., a Nevada corporation, Mega Profit Limited ("Mega") and its shareholders. Pursuant to the Agreement, Navstar completed its acquisition of 100% ownership interest in Mega, which owned 100% of Harbin Rodobo. At the closing on the same day, the Company acquired all of the issued and outstanding capital stock of Mega from Mega's shareholders in exchange for shares of common stock and shares of convertible preferred stock, which upon conversion of the preferred stock into common stock will equal 93% of the issued and outstanding shares of common stock of the Company (the "Merger"). Concurrently, the Company changed its name to "Rodobo International, Inc." pursuant to Chapter 92A the Revised Nevada Statutes. Prior to the Merger, the Company was a shell company as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, but as a result of the Merger, it is now an operating company that has new management and a fully operational accounting department that has the sufficient resources and personnel to maintain adequate controls and procedures. The Company conducted an evaluation under the supervision of the Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively), regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2008. Based on the aforementioned evaluation, management has concluded that the Company's disclosure controls and procedures were effective as of September 30, 2008. Management's Report on Internal Control over Financial Reporting ---------------------------------------------------------------- Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles generally accepted in the United States of America. The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As a result of the Merger, which resulted in the Company becoming an operating company, the Company now has a new management and a fully operational accounting department that has the sufficient resources and personnel to exercise effective internal control over financial reporting. The Company's new management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting at September 30, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on that assessment under those criteria, management has determined that, at September 30, 2008, the Company's internal control over financial reporting was effective. This annual report does not include an attestation report of our Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our Company's registered public accounting firm pursuant to temporary rules of the SEC that permit our Company to provide only management's report in this annual report. Changes in Internal Control Over Financial Reporting ---------------------------------------------------- As a result of the Merger, the Company succeeded to Mega's operations, including its internal control over financial reporting as of September 30, 2008. Accordingly, this resulted in a material affect on the Company's internal control over financial reporting by eliminating material weaknesses in the predecessor shell company's controls. Other than as a result of the Merger, there have been no changes in our Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal year 2008 that have materially affected, or are reasonably likely to materially affect, our Company's internal control over financial reporting. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Rodobo International, Inc. By: /s/ Yanbin Wang --------------- (Yanbin Wang, Chief Executive Officer, Principal Executive Officer) Dated: March 10, 2009 By: /s/ Xiuzhen Qiao ---------------- Xiuzhen Qiao, Chief Financial Officer (Principal Financial and Accounting Officer) Dated: March 10, 2009