-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FV5r18zxF9e4f+EhTlXx7bKL1/6433QZb4HcF4tdJ8vVdKGIPVJWLys65W9GqLQs AB5u3heLLzNR37bxKjC7xQ== 0001079973-09-000498.txt : 20090515 0001079973-09-000498.hdr.sgml : 20090515 20090515120037 ACCESSION NUMBER: 0001079973-09-000498 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090515 DATE AS OF CHANGE: 20090515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rodobo International Inc CENTRAL INDEX KEY: 0001177274 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 752980786 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50340 FILM NUMBER: 09830509 BUSINESS ADDRESS: STREET 1: 380 CHANGJIANG ROAD CITY: NANGANG DISTRICT, HARBIN STATE: F4 ZIP: 150001 BUSINESS PHONE: 011-86-045182260522 MAIL ADDRESS: STREET 1: 380 CHANGJIANG ROAD CITY: NANGANG DISTRICT, HARBIN STATE: F4 ZIP: 150001 FORMER COMPANY: FORMER CONFORMED NAME: Navstar Media Holdings, Inc. DATE OF NAME CHANGE: 20051206 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER DOCUMENT SERVICES INC DATE OF NAME CHANGE: 20020711 10-Q 1 rodobo_10q-033109.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 -------------- [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _________ to _____________ Commission file number 000-50340 RODOBO INTERNATIONAL, INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada 75-2980786 ------------------------------ ------------------------------- (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 380 Chanjiang Road, Nangang District, Harbin, PRC 150001 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) +86-0451-82260522 ----------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 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 (ss. 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 [_] No [_] 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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 15,016,717 common shares outstanding as of May 13, 2009.

The accompanying notes are an integral part of these condensed consolidated financial statements 1

The accompanying notes are an integral part of these condensed consolidated financial statements 2

The accompanying notes are an integral part of these condensed consolidated financial statements 3 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 1. ORGANIZATION AND BASIS OF PRESENTATION Rodobo International, Inc. (the "Company"), through its subsidiary, Harbin Mega Profit Management Consulting Co., Ltd. ("Harbin Mega Profit"), a wholly foreign-owned entity incorporated under the laws of the People's Republic of China ("PRC" or "China"), and its Variable Interest Entity ("VIE"), Harbin Rodobo Dairy Co., Ltd. ("Harbin Rodobo"), a corporation established on January 4, 2002 also under the laws of the PRC, is engaged in the production, processing, distribution and development of powdered milk products in the PRC for infants, children, pregnant women and other adults under the brand name "Rodobo". On April 1, 2008, another separate entity, Qinggang Mega Profit Agriculture Co., Ltd. ("Mega Profit Agriculture"), was incorporated under the laws of the PRC, originally as a wholly-owned subsidiary of Harbin Mega Profit to start a dairy farm. Subsequently, for the purpose of obtaining government tax incentives in the wake of the powdered-milk contamination scandal in China, ownership of Mega Profit Agriculture was transferred to the individual shareholders. Mega Profit Agriculture is no longer a subsidiary of Harbin Mega Profit. On January 1, 2009, Harbin Mega Profit entered into certain exclusive agreements with Mega Profit Agriculture and its shareholders. Pursuant to these agreements, Harbin Mega Profit shall provide exclusive consulting and other general business operation services to Mega Profit Agriculture as it does to Harbin Rodobo, in return for a consulting services fee which is equal to Mega Profit Agriculture's revenue. In addition, Mega Profit Agriculture's shareholders have pledged their equity interests in Mega Profit Agriculture to Harbin Mega Profit, irrevocably granted Harbin Mega Profit an exclusive option to purchase, to the extent permitted under PRC law, all or part of the equity interests in Mega Profit Agriculture and agreed to entrust all the rights to exercise their voting power to the person(s) appointed by Harbin Mega Profit. Through these contractual arrangements, Harbin Mega Profit has the ability to substantially influence Mega Profit Agriculture's daily operations and financial affairs, appoint its senior executives and approve all matters requiring stockholders' approval. As a result of these contractual arrangements, which obligate Harbin Mega Profit to absorb a majority of the risk of loss from Mega Profit Agriculture's activities and enable Harbin Mega Profit to receive a majority of its expected residual returns, Harbin Mega Profit accounts for Mega Profit Agriculture as a VIE under Financial Accounting Standards Board ("FASB") Interpretation No. 46R, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51". Accordingly, Harbin Mega Profit consolidates Mega Profit Agriculture's results, assets and liabilities (as it does with those of its other VIE, Harbin Rodobo). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2009 and 2008 are not necessarily indicative of the results that may be expected for the full years. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and the financial statements and notes to thereto included in the Company's Form 10-K for the year ended September 30, 2008. 4 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiary, Harbin Mega Profit and its VIEs, Mega Profit Agriculture and Harbin Rodobo. All significant inter-company transactions and balances between the Company, its subsidiaries and VIEs are eliminated upon consolidation. USE OF ESTIMATES - The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS - The Company considers cash and cash equivalents to include cash on hand and deposits with banks with an original maturity of three months or less. ACCOUNTS RECEIVABLE - The Company's policy is to maintain reserves for potential credit losses on accounts receivable. Provision is made against accounts receivable to the extent that they are considered to be doubtful. Accounts receivable in the balance sheet is stated net of such provision. INVENTORIES - Inventories comprise raw materials, work in progress, finished goods and packing materials and are stated at the lower of cost or market value. Cost is calculated using the First In First Out method and includes all costs to acquire and any overhead costs incurred in bringing the inventories to their present location and condition. Overhead costs included in finished goods inventory include direct labor cost and other costs directly applicable to the manufacturing process, including utilities, supplies, repairs and maintenances, and depreciation expense. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property, plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets on a straight-line basis. The estimated useful lives for significant property, plant and equipment categories are as follows: Leasehold improvement 5.5 years Machinery, equipment and automobiles 5 years 5 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) PROPERTY, PLANT AND EQUIPMENT (Continued) - Construction in progress represents the direct costs of construction or acquisition incurred. Upon completion and readiness for use of the assets, capitalization of these costs ceases and the cost of construction in progress is transferred to fixed assets. No depreciation is provided until the project is completed and the assets are ready for intended use. The Company periodically reviews the carrying value of long-lived assets in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". When estimated future cash flows generated by those assets are less than the carrying amounts of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeds the fair value of assets. Based on its review, the Company believes that there were no impairments of its long-lived assets as of March 31, 2009. REVENUE RECOGNITION - The Company's revenue recognition policies are in compliance with SEC Staff Accounting Bulletin 104 "Revenue Recognition, corrected copy". Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Revenues consist of the invoice value of the sale of goods net of sales returns and allowances. ADVANCE FROM CUSTOMERS - Revenue from the sale of goods or services is recognized when goods are delivered. Receipts in advance for goods to be delivered in the subsequent year are carried forward as deferred revenue. ADVERTISING COSTS - Advertising costs represent advertising expenses and promotion incentives provided to distributors and are charged to operations when incurred. Advertising expenses totaled $222,447 and $0 for the three months ended March 31, 2009 and 2008, respectively, and totaled $487,350 and $12,110 for the six months ended March 31, 2009 and 2008, respectively. EMPLOYEE BENEFIT COSTS - Mandatory contributions are made to the Chinese Government's health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments. The cost of these payments is charged to the statement of income in the same period as the related salary cost. EARNINGS PER SHARE - The Company computes earnings per share ("EPS") in accordance with SFAS No. 128, "Earnings per Share" ("SFAS No. 128"), and SEC Staff Accounting Bulletin No. 98. SFAS No. 128 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. 6 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) FOREIGN CURRENCY TRANSLATION - The Company's principal country of operations is in the PRC. The financial position and results of operations of the Company are determined using the local currency, Renminbi ("RMB"), as the functional currency. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated Other Comprehensive Income". Historically the local currency's exchange rate had been tied to the US Dollar at a rate of approximately 8.28 RMB per US Dollar. Effective July 21, 2005 the RMB was revalued to an effective exchange rate of approximately 8.11 RMB per US Dollar. Subsequent to the revaluation the RMB has been allowed to float within a specified range. As of March 31, 2009 and September 30, 2008, the exchange rate was 6.83 and 6.79 RMB per US Dollar, respectively. INCOME TAXES - The Company utilizes SFAS No. 109, "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financials statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized. There are no deferred tax amounts at March 31, 2009 and September 30, 2008, respectively. Harbin Rodobo is entitled to a tax holiday of five years for full Enterprise Income Tax exemption in China. The preferential tax treatment commenced in 2005 and will expire on December 31, 2009. The estimated tax savings for the three months ended March 31, 2009 and 2008 amounted to $295,791 and $283,445, respectively, and amounted to $763,942 and $480,242 for the six months ended March 31, 2009 and 2008, respectively. The net effect on basic earnings per share had the income tax been applied would decrease earnings per share from $0.83 to $0.63 for the three months ended March 31, 2009, from $1.16 to $0.87 for the three months ended March 31, 2008, from $2.14 to $1.60 for the six months ended March 31, 2009 and $1.78 to $1.28 for the six months ended March 31, 2008. FAIR VALUE OF FINANCIAL STATEMENTS - The carrying amounts of certain financial instruments, including cash, accounts receivable, other receivables, accounts payable, accrued expenses, advances from customers, and other payables approximate their fair values as of March 31, 2009 and September 30, 2008 due to the relatively short-term nature of these instruments. 7 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) CONCENTRATIONS OF BUSINESS AND CREDIT RISK - The Company maintains certain bank accounts in the PRC which are not protected by FDIC insurance or other insurance. 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 and the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. The Company's operating results may be adversely affected 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. NEW ACCOUNTING PRONOUNCEMENTS - In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS 141(R)"). SFAS 141(R) requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose all information needed by investors to understand the nature and financial effect of the business combination. SFAS 141 (R) is effective for fiscal years beginning on or after December 15, 2008, which is the Company's fiscal year 2010. SFAS 141(R) does not currently have any material impact on the Company's financial statements. In December 2007, the FASB also issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements - an amendment of Accounting Research Bulletin No. 51" ("SFAS 160"). This statement requires an entity to classify noncontrolling interests in subsidiaries as a separate component of equity. Additionally, transactions between an entity and noncontrolling interests are required to be treated as equity transactions. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008, which is the Company's fiscal year 2010. SFAS 160 does not currently have any material impact on the Company's financial statements. In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161"). This statement requires enhanced disclosures about (i) how and why companies use derivative instruments, (ii) how companies account for derivative instruments and related hedged items under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", and (iii) how derivative instruments and related hedged items affect their financial results. SFAS 161 is effective for fiscal years beginning on or after November 15, 2008, which is the Company's fiscal year 2010. SFAS 161 does not currently have any material impact on the Company's financial statements. 8 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 3. ACCOUNTS RECEIVABLE The Company's accounts receivable as of March 31, 2009 and September 30, 2008 are summarized as follows: March 31, September 30, 2009 2008 ---------- ------------ Accounts receivable $2,202,994 $ 1,210,249 Less: Allowance for doubtful accounts 66,602 66,921 ---------- ------------ Total net accounts receivable $2,136,392 $ 1,143,328 ========== ============ The activity in the allowance for doubtful accounts as of March 31, 2009 and September 30, 2008 is summarized as follows: March 31, September 30, 2009 2008 Six months Yearly ----------- ----------- Beginning balance $ 66,921 $ 60,643 (Deductions) additions during the period (319) 6,278 ----------- ----------- Ending balance $ 66,602 $ 66,921 =========== =========== 4. INVENTORIES Inventories consist of the following as of March 31, 2009 and September 30, 2008: March 31, September 30, 2009 2008 ---------- ---------- Raw materials $ 318,173 $ 302,741 Work-in-progress 715,032 512,806 Finished goods 20,067 53,144 Packing materials 72,334 122,844 ---------- ---------- Total inventories $1,125,606 $ 991,536 ========== ========== 9 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 5. FIXED ASSETS Fixed assets consist of the following as of March 31, 2009 and September 30, 2008: March 31, September 30, 2009 2008 ----------- ----------- Building improvement $ 507,260 $ 411,901 Plant and machinery 598,144 522,494 Motor vehicles 9,572 21,217 Computers and equipment 21,080 9,003 ----------- ----------- 1,136,057 967,615 Less: accumulated depreciation (250,750) (155,536) ----------- ----------- Total fixed assets, net 885,307 812,079 Construction in progress -- 148,240 ----------- ----------- $ 885,307 $ 960,319 =========== =========== Depreciation expense was $71,931 and $11,453 for the three months ended March 31, 2009 and 2008, respectively, and totaled $96,148 and $19,219 for the six months ended March 31, 2009 and 2008, respectively. 6. LOANS TO RELATED PARTIES In January 2009, the Company loaned RMB 8,100,000 (approximately US$1,185,062) to its principal shareholders ("Borrowers"). Subsequently, the Borrowers invested the funds borrowed from the Company in Mega Profit Agriculture. The Borrowers pledged to the Company their interest in Mega Profit Agriculture. The transaction was made in order for the Company to obtain government tax incentives in the wake of the powered-milk contamination scandal in China, The loans bear an interest rate of 5% per annum. Both the principal and interest are due on January 4, 2011. The Company accrued a total interest of $13,964 as of March 31, 2009. 7. DEPOSITS ON LAND AND EQUIPMENT As of March 31, 2009, Mega Profit Agriculture made a total down payment of RMB 84,830,400 (approximately US$12,413,666) to acquire land, buildings and equipment from various parties. The remaining contract amount totals RMB 63,805,485 (approximately US$9,336,983). As of March 31, 2009, Harbin Rodobo also made down payment of $1,024,346 to purchase certain equipment. 10 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 8. INTANGIBLE ASSETS The Company entered into a "Technology Transfer Agreement" with China Nutrition Society ("CNS") to obtain a powdered milk product formula specifically developed for the middle aged and seniors with a total fee of RMB 5,000,000 (approximately $731,676). The Company has the exclusive right to use the formula for 10 years starting July 1, 2008. As of March 31, 2009, the Company has made an installment payment to CNS of RMB 2,000,000 (approximately $292,670). Intangible assets are amortized on a straight line basis over 10 years. Amortization expense was $18,328 for the three months ended March 31, 2009 and $36,561 for the six months ended March 31, 2009. 9. SHAREHOLDER'S EQUITY Upon its inception, Mega Profit had a capital subscription receivable with an amount of $50,000. On January 11, 2008, Mega Profit issued 14,500 shares of common stock to an investor with proceeds of $1,450,000. In addition, as a result of the consolidation of Mega Profit Agriculture, the Company's additional paid-in capital account was increased by RMB 8,000,000 (approximately US$1,170,621). That additional capital was contributed by Mega Profit Agriculture's shareholders to facilitate the purchase of the land and equipment for the new dairy farm. Prior to the Company's reverse merger with Mega Profit Limited ("Mega Profit") consummated on September 30, 2008 (the "Merger"), the Company had 26,980,609 shares of common stock issued and outstanding. In connection with the Merger, the Company cancelled 10,293,359 shares of common stock issued to former employees and shareholders of the Company and conducted a reverse stock split of approximately 37.4 for 1 on the remaining outstanding shares of common stock, which resulted in 461,883 shares outstanding post the reverse stock split. In consideration of the Merger, the Company issued to the shareholders of Mega Profit (the "Sellers") and their designees approximately 37,000,000 shares of common stock prior to and approximately 973,685 shares post the reverse stock split. Additionally, the Company issued to Sellers and their designees 12,976,316 shares of convertible preferred stock convertible into 12,976,316 shares of the common stock of the Company. As of March 31, 2009, there were 1,435,568 shares of common stock and 12,976,316 shares of convertible preferred stock issued and outstanding. On September 30, 2008, prior to and in conjunction with the Merger, Mega Profit entered into a Securities Purchase Agreement with an institutional investor for $3,000,000. As a result, upon the completion of the Merger, the institutional investor, together with other owners of Mega Profit, received preferred stock convertible into common stock upon the increase of the authorized share capital of the Company. In addition, Mega Profit also issued to the institutional investor warrants to purchase 818,182 shares of the common stock of Mega Profit at an exercise price of $1.50 per share and warrants to purchase 545,455 shares of the common stock of Mega Profit at an exercise price of $1.75 per share. No separate consideration was paid for such warrants. The Warrants, which were assumed by the Company upon the Merger, expire in four years. 11 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 9. SHAREHOLDER'S EQUITY (Continued) The warrants meet the conditions for equity classification pursuant to SFAS 133 "Accounting for Derivatives" and EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock." Therefore, these warrants were classified as equity and included in Additional Paid-in Capital. The fair value of the warrants was calculated using the Black-Scholes options pricing model using the following assumptions: volatility 100%, risk free interest rate 3.99% [no dividend yield] and expected term of four years. Following is a summary of the status of warrants activities as of March 31, 2009:

10. EARNINGS PER SHARE The Company had 12,976,316 shares of convertible preferred stock as of March 31, 2009. These shares are not included in diluted weighted average shares calculation. Pursuant to the Merger agreement, no convertible preferred shares may be converted to common stock until the authorized common stock is increased to allow for such conversions. However, following the increase in the Company's authorized share capital (as described in Note 13, below), these shares of preferred stock have been converted into common stock on May 12, 2009. The Company has outstanding warrants to acquire 1,363,637 shares of common stock. As of March 31, 2009, no warrants can be exercised as the authorized common stock shares have not been increased to allow for the exercise. Therefore, these shares are not included in diluted weighted average shares calculation. However, following the increase in the Company's authorized share capital (as described in Note 13, below), these warrants may now be exercised. In September 2008, the Company entered a reverse merger transaction. The Company computes the weighted-average number of common shares outstanding in accordance with SFAS 141(R). SFAS 141(R) states that in calculating the weighted average shares when a reverse merger took place in the middle of the year, the number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted-average number of common shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement. The number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during that period. 12 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 11. MAJOR CUSTOMERS The following table presents sales from major customers with individual sales over 10% of total net revenue for the three months ended March 31, 2009 and 2008 and the six months ended March 31, 2009 and 2008:

At March 31, 2009, the total receivable balance due from these customers was $1,649,174. At March 31, 2008, the total receivable balance due from these customers was $1,114,134. 12. COMMITEMENTS AND CONTINGENCIES On July 1, 2004, the Company entered into a lease agreement with Heilongjiang Jinniu Dairy Co., Ltd. ("Jinniu") to lease its manufacturing facilities in Qinggang, Heilongjiang. Under the agreement, the Company is obligated to pay RMB1,000,000 (approximately US$146,335) per year, payable in two installments each year for six years from July 5, 2004 to July 5, 2010. On April 1, 2005 and April 1, 2006, the Company and Jinniu amended the lease agreement whereby the lease term was extended to July 6, 2030 and effective July 5, 2010, the annual rent payment will be reduced to RMB 600,000 (approximately US$87,801), payable in two installments each year. Under the amended agreement, the Company is also required to make a minimum RMB 400,000 (approximately US$58,534) of annual improvements or betterment to the leased facility when the new lease term becomes effective. As of March 31, 2009, Mega Profit Agriculture made a total down payment of RMB 84,830,400 (approximately US$12,413,666) to acquire land, buildings and equipment under agreements with various parties. The remaining contract amount totals RMB 63,805,485 (approximately US$9,336,983). 13 RODOBO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 13. SUBSEQUENT EVENT On April 2, 2009, the Company increased its authorized common stock, par value $0.001, from 1,604,278 shares to 200,000,000 shares. As a result, the 12,976,316 shares of convertible preferred stock have been converted to common stock and the Company's outstanding warrants to acquire 1,363,637 shares of common stock can now be exercised. The following table sets forth the effect to earnings per share if the common stock issuable on conversion of the convertible preferred stock and the exercise of the warrants is included in the diluted weighted average shares calculation:

As a result of the increase of authorized shares of common stock, on May 12, 2009, 12,976,316 shares of convertible preferred stock have been converted into 12,976,316 shares of common stock. In addition, the Company issued 604,833 shares of the Company's common stock, to certain former note holders of the shell company based on the agreements signed prior to the Merger. As of May 12, 2009, there were 15,016,717 shares of common stock issued and outstanding and no outstanding preferred stock. 14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward - Looking Statements - ---------------------------- The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are "forward-looking statements." Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "intends," "plan" "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, and these and other similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, our achievements or industry results to be materially different from any future results, performance, levels of activity, our achievements or industry results expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as elsewhere in this Quarterly Report and include statements regarding our outlook for the coming months and information with respect to any other plans and strategies for our business. The factors discussed herein and expressed from time to time in our filings with the Securities and Exchange Commission ("SEC") could cause actual results and developments to be materially different from those expressed in or implied by such forward-looking statements. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential uncertainties and other factors that could affect our business is described in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2008. Readers are also urged to carefully review and consider the various disclosures we have made in that Annual Report. Our financial statements are stated in thousands of United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock. References to "yuan", "renminbi" or "RMB" are to the Chinese yuan, which is also known as the renminbi. As used in this quarterly report, the terms "we", "us", "our", and "Rodobo" mean Rodobo International, Inc. and its wholly owned subsidiaries, unless otherwise indicated or as otherwise required by the context. Overview We are one of the largest non-state-owned dairy companies in China, ranking in the top 10% of the industry. Our industry niche is the dairy-based nutritional products market. Our operations include production, marketing, research and development, packaging and the management of raw milk resources. Our target market is comprised of infants, children, pregnant women, nursing mothers and other adults. Our revenues are derived solely from sales of our products. 15 On September 30, 2008, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") among its wholly owned acquisition subsidiary, Rodobo International, Inc., a Nevada corporation, Mega Profit Limited ("Mega") and shareholders of Mega's. Pursuant to the Merger Agreement, Navstar Media Holdings, Inc. acquired 100% ownership interest in Mega, which owned 100% of Harbin Rodobo Dairy Co., Ltd. ("Harbin Rodobo"). At the closing, 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 equal approximatley 93% of the issued and outstanding shares of common stock of the Company (the "Merger"). Concurrently with the Merger, the Company changed its name to "Rodobo International, Inc." pursuant to Chapter 92A the Revised Nevada Statutes. In connection with the Merger, 10,293,359 shares of common stock issued to former employees of Rodobo and shareholders of prior subsidiaries were cancelled. Per agreements with certain convertible note holders holding collectively $1,000,000 original face value of the convertible notes ("Notes"), all Notes have been suspended and on May 12, 2009 have been converted into approximately 452,830 shares of our common stock along with a conversion of an additional pre Merger bridge loan note to 152,003 shares of our common stock and the conversion of the our shares of convertible preferred stock, as described below. Effective on November 12, 2008, we effected a reverse stock split of 37.4 to 1 and effective on April 2, 2009 our authorized share capital has been increased from 16,604,278 shares, consisting of 1,604,278 shares of common stock, par value $0.001 and 15,000,000 shares of preferred stock, par value $0.001, to 230,000,000 authorized capital, consisting of 200,000,000 shares of common stock par value $0.0001, and 30,000,000 shares of preferred stock, par value $0.0001. As a result of the increase, we issued on May 12, 2009 a total of 13,581,149 shares common stock to our convertible preferred stock holders and convertible note holders. Results of Operations Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008 The following table sets forth for the periods indicated the statement of operations and each category as a percentage of net sales. 16

Net Sales: Net sales for the three months ended March 31, 2009 were $6.3 million, an increase of approximately $1.0 million or 19.2% compared to net sales for the three months ended March 31, 2008. This increase was primarily driven by volume growth, with the average selling price remaining flat over both periods. We continued our efforts to develop distribution networks and expand the market areas in the six provinces in which we currently sell products. The increase was also attributed to the launch of a new product series called Healthy Elderly in October 2008. Sales for Healthy Elderly were approximately $1.1 million in the three months ended March 31, 2009. 17 Gross Profit: Our gross profit decreased approximately $0.1 million for the three months ended March 31, 2009, down 4.3% compared to the gross profit for the three months ended March 31, 2008. The overall gross profit margin had deteriorated from 45.0% in 2008 to 36.1% in 2009. The increase in the costs of goods sold and the deterioration of our gross profit margin was mainly driven by different product mix over these periods. Our Whole Milk Powder Formula product line historically had a relatively lower gross margin (11-16%) than other product lines. Sales from Whole Milk Powder Formula were 30.5% of total sales in the three months ended March 31, 2009 compared to 27.0% in the three months ended March 31, 2008. Additionally, gross margin for Whole Milk Powder Formula decreased in 2009 compared to 2008 due to a 23.7% increase in the cost of its main raw material (raw milk). Our Baby/Infant Formula product line historically had a relatively higher gross margin (62-66%). Sales from Baby/Infant Formula were 48.7% of total sales in the three months ended March 31, 2009 compared to 60.8% in the three months ended March 31, 2008. Operating expenses: Operating expenses for the three months ended March 31, 2009 were $1.5 million, an increase of approximately $0.3 million or 22.3% compared to the three months ended March 31, 2008. Operating expenses as a percentage of net sales increased from 23.7% in 2008 to 24.3% in 2009. Distribution expenses remained relatively flat at $1.1 million for both the three months ended March 31, 2008 and the three months ended March 31, 2008. General and administrative expenses increased by $0.16 million, or approximately 85.1%, from $0.18 million for the three months ended March 31, 2008 to $0.34 million for the three months ended March 31, 2009. The increase was primarily due to $0.09 million of incremental expenses incurred by our subsidiaries, Mega, Harbin Mega Profit Management Consulting Co., Ltd. and Qinggang Mega Profit Agriculture Co., Ltd. ("Mega Agriculture"). The increase was also attributed to an increase of $0.08 million in advertising costs, an increase of $0.01 million in rent due to the new Beijing sales office, and an increase of $0.01 million in professional fees related to being a public company in the U.S., partially offset by a decrease of $0.03 million in office expenses and a decrease of $0.01 million in freight. Depreciation and amortization expenses increased by $0.08 million from $0.01 million in the three months ended March 31, 2008 to $0.09 million in the three months ended March 31, 2009. Depreciation expenses increased by $0.06 million, primarily due to building improvements at our Qinggang production facilities and the purchase of equipment to support our sales growth. In the three months ended March 31, 2009, there were approximately $0.02 million of amortization expenses associated with intangible assets, consisting of the right to use a milk powder product formula developed for the middle-aged and elderly by China Nutrition Society which we acquired in fiscal year 2008. There were no amortization expenses in the three months ended March 31, 2008. Overall, due to the deterioration in gross profit and the increase in operating expenses, we had a 34.0% decrease (approximately $0.4 million) in operating income in the three months ended March 31, 2009 compared with the three months ended March 31, 2008. Net Income: Despite an increase of $1.0 million in sales, net income remained relatively flat at $1.2 million for the three months ended March 31, 2009, compared with $1.1 million for the three months ended March 31, 2008. This was primarily attributable to the deterioration of gross profit and the increase in operating expenses. Net income for the three months ended March 31, 2009 also included $0.4 million of subsidy income from the government. 18 Foreign Currency Translation Adjustments: Foreign currency translation adjustments for the three months ended March 31, 2009 were ($0.03) million, a decrease of $0.24 million or 112.2% compared to the amount for the three months ended March 31, 2008. The decrease was primarily due to the stronger US dollar against the Yuan during the three months ended March 31, 2009. As of March 31, 2009 and December 31, 2008, the exchange rate was 6.83 and 6.82 RMB per US Dollar, respectively. Six Months Ended March 31, 2009 Compared to Six Months Ended March 31, 2008 The following table sets forth for the periods indicated the statement of operations and each category as a percentage of net sales.

19 Net Sales: Net sales for the six months ended March 31, 2009 were $15.2 million, an increase of approximately $5.8 million or 62.7% compared to net sales for the six months ended March 31, 2008. This increase was primarily driven by volume growth, with the average selling price remaining flat over both periods. The increase was also attributed to the launch of Healthy Elderly in October 2008. Sales for Healthy Elderly were approximately $3.0 million in the six months ended March 31, 2009. Gross Profit: Our gross profit increased approximately $3.2 million for the six months ended March 31, 2009, up 88.4% compared to the gross profit for the six months ended March 31, 2008. The overall gross profit margin had improved from 38.6% in 2008 to 44.7% in 2009. The improvement of gross profit margin was mainly driven by the shift from low-margin products (Whole Milk Powder Formula) to high-margin products (Healthy Elderly) over these periods. Sales from Whole Milk Powder Formula were 30.5% of total sales in the six months ended March 31, 2009 compared to 39.2% in the six months ended March 31, 2008. The launch of the Healthy Elderly product line achieved sales of $3.0 million in the six months ended March 31, 2009, equaling 19.7% of total sales during that period. The gross profit margin for Healthy Elderly was 53.1% for the six months ended March 31, 2009. The overall improvement of gross profit margin was also attributable to the improvement of gross profit margin for our Baby/Infant Formula product line. The Baby/Infant Formula gross profit margin increased from 45.4% to 60.4%, primarily driven by a different product mix over these periods. Operating expenses: Operating expenses for the six months ended March 31, 2009 were $4.1 million, an increase of approximately $2.1 million or 106.8% compared to the six months ended March 31, 2008. Operating expenses as a percentage of net sales increased from 21.2% in 2008 to 26.9% in 2009. Distribution expenses increased approximately $1.6 million, up 100.3% for the six months ended March 31, 2009, compared with the figure for the six months ended March 31, 2008. The increase was mainly due to an increase of $1.2 million in distributor rebates as a result of sales increases and market expansion. The increase was also attributed to an increase of $0.1 million in freight costs. General and administrative expenses increased by $0.38 million, or approximately 110.6%, from $0.34 million for the six months ended March 31, 2008 to $0.73 million for the six months ended March 31, 2009. The increase was primarily due to $0.27 million of incremental expenses incurred by Mega, Harbin Mega Profit Management Consulting Co., Ltd. and Mega Agriculture. The increase was also attributed to an increase of $0.12 million in advertising costs, an increase of $0.01 million in rent due to the new Beijing sales office, and an increase of $0.01 million in professional fees related to being a public company in the U.S, partially offset by a decrease of $0.01 million in freight. Depreciation and amortization expenses increased by $0.11 million from $0.02 million in the six months ended March 31, 2008 to $0.13 million in the six months ended March 31, 2009. Depreciation expenses increased by $0.08 million, primarily due to building improvements at our Qinggang production facilities and the purchase of equipment to support our sales growth. In the six months ended March 31, 2009, there were approximately $0.04 million of amortization expenses associated with the intangible assets acquired in fiscal year 2008. There were no amortization expenses in the six months ended March 31, 2008. 20 Overall, increase in operating expenses was less than the increase in net sales. We realized a 66.0% increase (approximately $1.1 million) in income from operations in the six months ended March 31, 2009 compared with the six months ended March 31, 2008. Net Income: We achieved $3.1 million of net income for the six months ended March 31, 2009, an increase of $1.3 million (approximately 77.4%) compared with $1.7 million for the six months ended March 31, 2008. This increase in net income was mainly attributable to the increase in sales, partially offset by an increase in cost of goods sold and operating expenses. This increase in net income was also attributable to an increase of $0.35 million (approximately 365.8%) of subsidy income from the government, from $0.09 million for the six months ended March 31, 2008 to $0.44 million for the six months ended March 31, 2009. Foreign Currency Translation Adjustments: Foreign currency translation adjustments for the six months ended March 31, 2009 were ($0.1) million, a decrease of $0.4 million or 120.4% compared to the amount for the three months ended March 31, 2008. The decrease was primarily due to the stronger US dollar against the Yuan during the six months ended March 31, 2009. As of March 31, 2009 and September 30, 2008, the exchange rate was 6.83 and 6.79 RMB per US Dollar, respectively.; Loans To Related Parties: In January 2009, the Company loaned RMB 8.1 million (approximately US$1.2 million) to two of its principal shareholders ("Borrowers"). Subsequently, the Borrowers invested the funds borrowed from the Company in Mega Agriculture and as a result, Mega Agriculture is no longer a subsidiary of Harbin Mega Profit. The Borrowers pledged to the Company their interest in Mega Agriculture. The transaction was made in order for the Company to obtain government tax incentives in the wake of the powered-milk contamination scandal in China. The loans bear an interest rate of 5% per annum. Both the principal and interest are due on January 4, 2011. The Company accrued a total interest of $0.01 million as of March 31, 2009. Liquidity and Capital Resources The following table summarizes the cash flows for the six months ended March 31, 2009 and 2008. Six Months Ended March 31, 2009 2008 ----------- ----------- Net cash used in operating activities (76,224) (152,399) ----------- ----------- Net cash used in investing activities (3,830,326) (970,528) ----------- ----------- Net cash provided by financing activities 4,155,932 1,132,389 ----------- ----------- Effect of exchange rate changes on cash and cash equivalents (4,051) 310,406 ----------- ----------- Net increase in cash and cash equivalents 245,330 319,867 Cash and cash equivalents, beginning of period 659,030 33,302 ----------- ----------- Cash and cash equivalents, end of period $ 904,360 $ 353,169 =========== =========== 21 Our cash balance increased by $0.2 million to $0.9 million at March 31, 2008, as compared to $0.7 million at September 30, 2008. The increase was mainly attributable to net cash provided by financing activities of $4.2 million, being offset by net cash used in investing activities of $3.8 million and net cash used in operating activities of $0.1 million in the six months ended March 31, 2009. Net Cash Used in Operating Activities For the six months ended March 31, 2009, we used approximately $0.1 million in operating activities, compared with $0.2 million used in operating activities for the six months ended March 31, 2008. The decrease in net cash flows used in operating activities was attributable primarily to the increase in net income of $1.3 million, a decrease in inventory of $0.5 million and a decrease in accrued expenses of $0.3 million, offset by a decrease in accounts payable and other payable of $1.1 million and a decrease in advances from customers of $1.1 million. Net Cash Used in Investing Activities For the six months ended March 31, 2009, we used $3.8 million in investing activities, compared with $1.0 million used in investing activities for the six months ended March 31, 2008. This increase was primarily due to $2.6 million of deposits on land and equipment in connection with the construction of Mega Agriculture's new dairy farms, as well as $1.2 million of loans to related parties. In January 2009, the Company loaned $1.2 million to two of its principal shareholders. The shareholders subsequently invested the funds borrowed in Mega Agriculture as discussed above under the caption "Loans to Related Parties". Net Cash Provided By Financing Activities For the six months ended March 31, 2009, approximately $4.2 million was provided by financing activities, compared with approximately $1.1 million provided by financing activities for the six months ended March 31, 2008. This increase in net cash from financing activities was primarily due to the receipt of a $3.0 million investment associated with an investment agreement that Mega entered into with an investor on September 30, 2008 and received in October 2009 and due to $1.2 million of additional capital contribution from our shareholders. The $1.2 million was invested by two of the Company's principal shareholders in Mega Agriculture on behalf of the Company. The Company loaned $1.2 million to these principal shareholders and the shareholders pledged the equity interest in Mega Agriculture to the Company as discussed above under the caption "Loans to Related Parties". Outlook Over the next twelve months, we intend to pursue our primary objective of increasing market share, building Mega Agriculture's dairy farm and improving raw milk resources. We believe that we have sufficient funds to operate our existing business for the next twelve months. However, in addition to funds available from operations, we may need external sources of capital for our expansion. There can be no assurance that we will be able to obtain such additional financing at acceptable terms to us, or at all. Off-Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements. 22 Item 4T. Controls and Procedures. Evaluation of Disclosure Controls and Procedures - We maintain a system of disclosure controls and procedures that are designed for the purposes of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), as appropriate to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our CEO and our CFO (our principal executive officer and principal financial officer, respectively), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2009. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective as of March 31, 2009. Changes in Internal Control Over Financial Reporting - There has been no change in our internal control over financial reporting during the second quarter of fiscal year 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 23 PART II - OTHER INFORMATION Item 5. Other Information. On May 12, 2009, we issued 12,976,316 shares of common stock to all shareholders of our convertible preferred stock at a 1:1 ratio conversion for all outstanding shares of preferred stock. In addition, we issued 604,833 shares of our common stock to holders of convertible notes that have been converted. This issuance was deemed exempt under Section 3(a)(9) of the Securities Act of 1933. Item 6. Exhibits. No. Description - ---- -------------------------------------------------------------------- 3.1* Composite copy of the Amended and Restated Articles of Incorporation of the Company, as amended on April 2, 2009. 3.2* Composite copy of the Amended and Restated Articles of Incorporation of the Company, as amended on April 2, 2009 (marked). 4.1* Form of Common Stock Purchase Warrant 31.1* Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer 31.2* Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 *Filed herewith. **Furnished herewith. 24 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 thereunto duly authorized. Rodobo International, Inc. By: /s/ Yanbin Wang --------------------------- Yanbin Wang Chief Executive Officer (Principal Executive Officer) Dated: May 15, 2009 By: /s/ Xiuzhen Qiao --------------------------- Xiuzhen Qiao Chief Financial Officer (Principal Financial and Accounting Officer) Dated: May 15, 2009 25 EX-3.1 2 rodobo_10q-ex3x1.htm EXHIBIT 3.1

Exhibit 3.1

FILED# C2229-2002
JAN 28 2002

IN THE OFFICE OF
DEAN HELLER
SECRETARY OF STATE

COMPOSITE COPY OF
ARTICLES OF INCORPORATION
OF
RODOBO INTERNATIONAL, INC.
(as amended April 2, 2009)

1.      Name of Company:

         Rodobo International, Inc.

2.      Resident Agent:

        The resident agent of the Company is:

       CORPORATE AGENTS OF NEVADA
       4955 S. Durango, STE 216
        Las Vegas, NV 89113

3.     Board of Directors:

        The Company shall initially have three directors (3) who are Colin Fidler; Crystal Kim Han and John E. Fidler, 4343 N. Rancho, Ste. 234-3; Las Vegas, NV 89130. These individuals shall serve as directors until their successor or successors have been elected and qualified. The number of directors may be increased or decreased by a duly adopted amendment to the By-Laws of the Corporation.

4.     Authorized Shares:

        The total number of shares of capital stock which the Corporation shall have the authority to issue shall consist of (i) 200,000,000 shares of common stock, with a par value $0.0001 per share and (ii) 30,000,000 shares of preferred stock, with a par value of $0.0001 per share. The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.

5.     Preemptive Rights and Assessment of Shares:

        Holders of Common Stock or Preferred Stock of the corporation shall not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.

        The Common Stock of the Corporation, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pays the debts of the corporation, nor for any other purpose, and no Common Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment.

6. Directors' and Officers' Liability

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawfu1 payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.

7. Indemnity

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys, fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time without respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director or officer.

8. Amendments

Subject at all times to the express provisions of Section 5 on the Assessment of Shares, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws, in the manner now or hereafter prescribed by statute or the Articles of Incorporation or said By-Laws, and all rights conferred upon shareholder are granted subject to this reservation.

9. Power of Directors

In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized:

(a) Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By- Laws of the corporation;

(b) To authorize and caused to be executed mortgages and liens, with or without limitations as to amount, upon the real and personal property of the corporation;

(c) To authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities;

(d) To set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;

(e) By resolution adopted by the majority of the whole board, to designate one or more committees to consist of one or more directors of the corporation, which, to the extent provided on the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have name and names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

All the corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise herein or in the By-Laws or by law.

IN WITNESS WHEREOF, I hereunder set my hand this Monday, January 28, 2002, hereby declaring and certifying that the facts stated hereinabove are true.

Signature of Incorporator

Name: Glen Greenfelder
Address: 4955 S. Durango, STE 216

Las Vegas, NV 89113

Signature: /s/ Glen Greenfelder

Glen Greenfelder

State of Nevada     )
County of Clark     )

This instrument was acknowledged                                                                           NOTARY PUBLIC
before me on January 28, 2002,                                                                                  STATE OF NEVADA
by Glen Greenfelder.                                                                                                     County of Clark

STEVEN SCHAAD

No. 01-69852-1

Signature: /s/ Steve Schaad My Appointment Expires

Notary Public July 26, 2005

Certificate of Acceptance of Appointment as Resident Agent. CORPORATE AGENTS OF NEVADA, Inc., hereby accept appointment as the resident agent for the above referenced company.

Signature: /s/ Glen Greenfelder

Glen Greenfelder "On Behalf" of Corporate Agents of Nevada

EX-3.2 3 rodobo_10q-ex3x2.htm EXHIBIT 3.2

Exhibit 3.2

FILED# C2229-2002
JAN 28 2002

IN THE OFFICE OF
DEAN HELLER
SECRETARY OF STATE

COMPOSITE COPY OF
ARTICLES OF INCORPORATION
OF
RODOBO INTERNATIONAL, INC.
(as amended April 2, 2009)

1.      Name of Company:

         Rodobo International, Inc.

2.      Resident Agent:

        The resident agent of the Company is:

       CORPORATE AGENTS OF NEVADA
       4955 S. Durango, STE 216
        Las Vegas, NV 89113

3.     Board of Directors:

        The Company shall initially have three directors (3) who are Colin Fidler; Crystal Kim Han and John E. Fidler, 4343 N. Rancho, Ste. 234-3; Las Vegas, NV 89130. These individuals shall serve as directors until their successor or successors have been elected and qualified. The number of directors may be increased or decreased by a duly adopted amendment to the By-Laws of the Corporation.

4.     Authorized Shares:

        The ~~aggregate~~ total number of shares of capital stock which the ~~corporation~~ Corporation shall have the authority to issue shall consist of ~~60,000,000~~(i) 200,000,000 shares of ~~Common Stock having a $.001~~ common stock, with a par value, $0.0001 per share and ~~15,000,000~~ (ii) 30,000,000 shares of ~~Preferred Stock having a $.001~~ preferred stock, with a par value of $0.0001 per share. The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.

5.     Preemptive Rights and Assessment of Shares:

        Holders of Common Stock or Preferred Stock of the corporation shall not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.

        The Common Stock of the Corporation, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pays the debts of the corporation, nor for any other purpose, and no Common Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment.

6. Directors' and Officers' Liability

7. Indemnity

9. Power of Directors

In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized:

(a) Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By- Laws of the corporation;

(b) To authorize and caused to be executed mortgages and liens, with or without limitations as to amount, upon the real and personal property of the corporation;

(c) To authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities;

(d) To set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;

Las Vegas, NV 89113

Signature: /s/ Glen Greenfelder

Glen Greenfelder

STEVEN SCHAAD

No. 01-69852-1

Signature: /s/ Steve Schaad My Appointment Expires

Notary Public July 26, 2005

Glen Greenfelder "On Behalf" of Corporate Agents of Nevada

EX-4.1 4 rocobo_10q-ex4x1.htm EXHIBIT 4.1

Exhibit 4.1

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

RODOBO INTERNATIONAL, INC.

Form OF AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT

Warrant No.: ______		Original Issue Date: September 30, 2008, as amended and restated on May __, 2009
Initial Holder: _____________		No. of Shares Subject to Warrant: _________
		Exercise Price Per Share: $_________
		Expiration Time: 10 a.m., New York time, on September 30, 2012 (subject to acceleration as provided herein)

Rodobo International, Inc., a Nevada Corporation (the ”Company”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the ”Holder”), is entitled to purchase from the Company up to the number of shares of its common stock shown above (the ”Common Stock”) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price shown above (as may be adjusted from time to time as provided herein, the ”Exercise Price”), at any time and from time to time on or after the Original Issue Date shown above and through and including the expiration time shown above (the “Expiration Time”), and subject to the following terms and conditions:

This Warrant is being issued pursuant to a Securities Purchase Agreement, dated September 30, 2008 (the “Subscription Agreement”), by and between the Company and the Initial Holder. The original issuance of the Warrant by the Company pursuant to the Subscription Agreement.

1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Subscription Agreement.

The term "Company" shall include Rodobo International, Inc. and any corporation which shall succeed or assume the obligations of Rodobo International, Inc., including Navstar Media Holdings, Inc., a Nevada corporation, hereunder.

2. List of Warrant Holders. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

4. Exercise and Duration of Warrant.

(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Exercisability Date and through and including the Expiration Time. Subject to Section 11 hereof, at the Expiration Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the ”Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an ”Exercise Date .” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

5. Delivery of Warrant Shares.

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends. “Trading Day” shall mean a date on which the Company’s Common Stock trades on its principal trading market. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. If as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

6. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

9. Certain Adjustments; Termination Under Certain Circumstances. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

(b) Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset besides cash (in each case, ”Distributed Property”), then either upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders entitled to receive such distribution or, at the option of the Company, concurrently with such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to such record date.

(c) Fundamental Transactions. As used herein, “Fundamental Transaction” means at any time while this Warrant is outstanding (i) the Company effects any merger of the Company with another Person, in which the shareholders of the Company immediately prior to the transaction own immediately after the transaction less than a majority of the outstanding stock of the successor entity, or its parent if applicable, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer approved or authorized by the Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property. In the event of a Fundamental Transaction pursuant to which the securities, cash or property issuable with respect to the outstanding Common Stock consist solely of cash and/or securities traded on a national securities exchange or an established over-the-counter market (the “Alternate Consideration”), this Warrant shall expire immediately prior to the closing of the Fundamental Transaction. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder shall be entitled to receive upon proper exercise of this Warrant prior to such closing. In the event of a Fundamental Transaction in which the consideration does not entirely consist of the Alternate Consideration, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within ten (10) Business Days after the closing of such Fundamental Transaction cash in an amount equal to the Black Scholes Value (as reasonably determined by the Board of Directors of the Company or the Company’s financial advisor in the Fundamental Transaction) of the remaining unexercised portion of this Warrant on the date of such Fundamental Transaction determined as of the day immediately following the public announcement of the applicable Fundamental Transaction.

(d) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

(e) Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, in good faith, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent for the Common Stock.

(g) Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least ten (10) Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

(h) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then, the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment, subject to adjustment for reverse and forward stock splits and the like. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

(i) Limitation on Issuance of Future Priced Securities. During the 12 months following the Original Issue Date, the Company shall not issue any security that would be a “Future Priced Securities” as such term is described by NASD IM-4350-1, that would have a conversion price lower than $1.10 per share or exercise price lower than $_________ per share.

(j) Price Protection. From the Original Issue Date until such time as no Warrants are outstanding, with the exception of Exempt Issuance, neither the Company nor any Subsidiary shall make any issuance whatsoever of (i) Common Stock at a price per share equal to or less than $1.10 per share subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement or (ii) any promissory notes or other securities convertible or exchangeable into shares of Common Stock which have a conversion price or effective price per share equal to or less than $1.10 per share, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. In addition, so long as any Warrants are outstanding, neither the Company nor any Subsidiary shall make any issuance whatsoever of common stock purchase warrants exercisable into shares of Common Stock which have an exercise price less than $_________ per share.

10. Payment of Exercise Price. If an Exercise Notice is delivered at a time when the a registration statement covering the exercise of the Warrant (the “Registration Statement”) is effective, then the Holder shall deliver immediately available funds.

11. Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided, that, if, as of the Expiration Time, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, the Holder may waive the provisions of this Section but any such waiver will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, nor will any such waiver affect any other Holder.

12. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.

13. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section at or prior to 10:00 a.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via fax at the fax number specified in this Section on a day that is not a Trading Day or later than 10:00 a.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such notices or communications shall be: if to the Company, to Rodobo International, Inc. ________ ________________________________, ________, Attention: Chief Executive Officer, (Fax No.: __________) (or such other address as the Company shall indicate in writing in accordance with this Section) or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register (or such other address as the Holder shall indicate in writing in accordance with this Section).

14. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

15. Miscellaneous.

(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

(b) All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

(f) This Warrant shall be cancelled if starting after one year from the Original Issue Date, the average trading price of the Company’s Common Stock as traded or quoted on the stock market or automatic quotation system exceeds $3.00 for a period of 30 consecutive trading days with an average trading volume of no less than 100,000 shares a day, during which this Warrant has not been exercised by Purchaser.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

	RODOBO INTERNATIONAL, INC.

	By:
	Name:
	Title

RODOBO INTERNATIONAL, INC..

EXERCISE NOTICE

WARRANT ORIGINALLY ISSUED SEPTEMBER 30, 2008 AND AMENDED AND RESTATED ON MAY __, 2009

WARRANT NO. _________

Ladies and Gentlemen:

(1) The undersigned hereby elects to exercise the above-referenced Warrant with respect to shares of Common Stock. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) RESERVED.

(3)           The holder shall pay the sum of $ ______________ to the Company in accordance with the terms of the Warrant.

(4)           Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance with the terms of the Warrant.

(5)           By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of this Warrant to which this notice relates.

Dated:			HOLDER:


			Print name •

			By:

			Title:

RODOBO INTERNATIONAL, INC.

WARRANT ORIGINALLY ISSUED SEPTEMBER 30, 2008 AND AMENDED AND RESTATED ON MAY __, 2009

WARRANT NO. _________

FORM OF ASSIGNMENT
To be completed and signed only upon transfer of Warrant

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Dated:			TRANSFEROR:


			Print name •

			By:

			Title:


			TRANSFEREE:


			Print name •

			By:

			Title:
WITNESS:
			Address of Transferee:

Print name •

EX-31.1 5 rodobo_10q-ex31x1.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION I, Yanbin Wang, Chief Executive Officer of Rodobo International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2009, of Rodobo International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated May 15, 2009 /s/ Yanbin Wang ---------------------------- Yanbin Wang Chief Executive Officer (Principal Executive Officer) EX-31.2 6 rodobo_10q-ex31x2.txt EXHIBIT 31.2 Exhibit 31.2 CERTIFICATION I, Xiuzhen Qiao, Chief Financial Officer of Rodobo International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2009, of Rodobo International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated May 15, 2009 /s/ Xiuzhen Qiao ---------------------------- Xiuzhen Qiao Chief Financial Officer (Principal Financial Officer) EX-32.1 7 rodobo_10q-ex32x1.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, In connection with the filing by Rodobo International, Inc. (the "Company") of the Quarterly Report on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated May 15, 2009 /s/ Yanbin Wang ---------------------------- Yanbin Wang (Principal Exective Officer) EX-32.2 8 rodobo_10q-ex32x2.txt EXHIBIT 32.2 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, In connection with the filing by Rodobo International, Inc. (the "Company") of the Quarterly Report on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, as the Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, that, to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: May 15, 2009 /s/ Xiuzhen Qiao ---------------------------- Xiuzhen Qiao (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----