8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2011

RODOBO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-50340	75-2980786
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

380 Changjiang Road, Nangang District,

Harbin, PRC, 150001

 (Address of principal executive offices)

Registrant’s telephone number, including area code:

011-86-451-82260522

(Former name or former address, if changed since last report)

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

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

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

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

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

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 15, 2011, Rodobo International, Inc. (the “Company”) issued a press release relating to its financial results for the third quarter ended June 30, 2011. The press release contains statements intended as “forward-looking statements,” all of which are subject to the cautionary statement about forward-looking statements set forth therein.  A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Item 2.02 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information included or incorporated in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued on August 15, 2011

Forward-Looking Statements

This filing contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements are only predictions and are not guarantees of future performance.  Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties, certain assumptions and factors relating to the operations and business environments of Rodobo International, Inc. and its subsidiaries that my cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements.  Although Rodobo International, Inc. believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to its management, Rodobo International, Inc. cannot guarantee future results or events.  Rodobo International, Inc. expressly disclaims a duty to update any of the forward-looking statement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Rodobo International, Inc.
By:	/s/ Yanbin Wang
Name:	Yanbin Wang
Title:	Chairman and Chief Executive Officer

Dated: August 15, 2011

EX-99.1

Exhibit 99.1

Rodobo International, Inc. Reports Third Quarter 2011 Results

HARBIN, China, August 15, 2011 /PRNewswire-Asia-FirstCall/ -- Rodobo International, Inc. (the "Company" or "Rodobo") (OTC Bulletin Board: RDBO.OB), a fast growing dairy company in China, reported financial results for the third quarter ended June 30, 2011.

“The third quarter was an unusual quarter for Rodobo. During the quarter, we were made aware of an  incident where a third party distributor sold products that we marked as “obsolete” and as a result we pulled from the shelves.  These actions were in violation of our explicit instructions and certain food safety standards. As a result, while we recently were issued a production license from the General Administration of Quality Supervision, Inspection and Quarantine of the PRC (“AQSIQ”), the AQSIQ nonetheless decided to delay its online publicity of our new license. Because of this, we realized a significant reduction in sales orders and decided to temporarily ceased production in June.” stated Mr. Yanbin Wang, Chairman and Chief Executive Officer. “After an investigation conducted by the local police into the actions of this third party, both the local police and and AQSIQ determined that there was no direct link between our Company and this third party’s illegal activities, and that our products are safe. As a result of our continuous efforts in communicating with the AQSIQ and other related governmental departments over the past month, we are extremely pleased to now report that we have received this online publicity from the AQSIQ on August 11, 2011. Thus, as we anticipated, Rododo’s product quality has now been officially recognized by the Chinese food safety authority. We will gradually recover our sales channels and are now looking forward to rebuilding our brand image in the fourth quarter of 2011 through a series of promotional activities. We believe that this adverse impact will be temporary and we will continue to provide Rodobo’s high quality and nutritious milk powder products to our customers.”

Third Quarter 2011 Financial Results

Net sales for the third quarter of 2011 were $12.7 million, a decrease of $6.5 million or 33.8%, compared to $19.1 million for the third quarter of 2010. The decrease in net sales was primarily due to the delay of AQSIQ’s online publicity of the new production license which our Company received in March 2011. As a result, we temporarily ceased production in June 2011.

In the third quarter of 2011, sales generated from infant formula, middle-aged and elderly formula and whole milk powder accounted for 51.3%, 13.2% and 35.5% of total sales, respectively. In the same period of 2010, sales generated from infant formula, middle-aged and elderly formula and whole milk powder accounted for 43.4%, 16.1% and 40.5% of total sales, respectively.

Gross profit was $4.8 million for the third quarter of 2011, a decrease $2.6 million or 35.1%, compared to $7.3 million for the third quarter of 2010. The overall gross profit margin decreased slightly from 38.3% for the third quarter of 2010 to 37.6% for the third quarter of 2011.

Operating expenses were $11.8 million for the third quarter of 2011, an increase of $7.2 million or 156.5% compared to $4.6 million for the same period of 2010. Operating expenses as a percentage of net sales increased from 24.1% in the third quarter of 2010 to 93.5% in the third quarter of 2011. The increase of the operating expenses as a percentage of net sales was primarily due to an increase of $2.6 million in distribution expenses, $1.0 million of loss on sale of biological assets, and $3.2 million of impairment loss on biological assets during the third quarter of 2011 compared to the same period of last fiscal year.

Distribution expenses were $6.0 million, an increase of $2.6 million or 74.9% for the third quarter of 2011, compared to $3.4 million for the third quarter of 2010. The increase was mainly due to a $3.0 million of market support fees paid to distributors in order to maintain distribution channels during the interruption period of productions, offset by a decrease of $0.5 million in distribution expense reimbursements as a result of a decrease in sales.

General and administrative expenses were $1.7 million, an increase of $0.5 million or 41.1% for the third quarter of 2011, compared to $1.2 million for the third quarter of 2010. The increase is primarily attributable to additional stock compensation expenses of $0.2 million related to the shares awarded to certain employees and independent directors on May 3, 2011.

During the third quarter of 2011, we disposed of 642 cows at our company-owned dairy farm with a loss of approximately $1.0 million. We reviewed the carrying value of the remaining biological assets and recorded an impairment loss of $3.2 million during the third quarter of 2011. The amount of the impairment loss was determined based on the loss of the sale of the remaining biological assets in July and August 2011.

Overall, due to the decrease in net sales and the increase in operating expenses, we incurred $7.1 million operating loss for the third quarter of 2011, compared to operating income of $2.7 million in the same period of 2010.

We incurred $6.9 million of net loss for the third quarter of 2011, compared with $2.7 million of net income for the third quarter of 2010. This is primarily due to the decrease in net sales and the increase in operating expenses.  Fully-diluted loss per share for the third quarter of 2011 was $0.25, compared to fully-diluted earnings per share of $0.10 in the third quarter of 2010.

Nine Month Results

For the nine months ended June 30, 2011, net sales increased to $63.9 million, up 43.4% from $44.5 million in the nine months ended June 30, 2010. Gross profit increased 30.4% in the nine months ended June 30, 2011 to $24.3 million from $18.6 million in the comparable period in 2010. Gross margin was 38.0% in the nine months ended June 30, 2011, compared to 41.8% in the comparable period in 2010. Net income for the nine months ended June 30, 2011 was $1.0 million or $0.04 per fully diluted share, down 88.3% from $8.8 million, or $0.41 per fully diluted share, in the comparable period in 2010.

Financial Condition

As of June 30, 2011, Rodobo had $2.0 million in cash and cash equivalents, $4.5 million in current liabilities and no long-term debt. Shareholders’ equity was $65.5 million as of June 30, 2011, up from $61.0 million as of September 30, 2010. Net cash from operating activities during the nine months ended June 30, 2011 was $4.5 million, compared with $8.6 million in the nine months ended June 30, 2010.

About Rodobo International, Inc.

Rodobo International, Inc. is a producer and distributor of powdered milk formula products in the People’s Republic of China (“PRC” or “China”). Our target consumers include infants, children, the middle-aged and the elderly in China. Our products for infants and children are currently sold under the brand names of “Rodobo” and “Peer”, and its products for middle-aged and elderly consumers are currently sold under the brand name of “Healif”.

Safe Harbor Statement

This press release and the statements of representatives of Rodobo International, Inc., and its consolidated subsidiaries (collectively, the "Company") related thereto contain, or may contain, among other things, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements," including statements regarding: the impact of the recent acquisitions on the business and operations of the Company; the ability of the Company to achieve its commercial objectives including increased growth, revenues, earnings, and production capacity; the business strategy, plans and objectives of the Company; and any other statements of non-historical information. These forward-looking statements are subject to significant known and unknown risks and uncertainties and are often identified by the use of forward-looking terminology such as "projects," "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans" or similar expressions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. The Company undertakes no duty to update these forward-looking statements except as required by law.

For additional information, please contact:

Xiuzhen Qiao

Rodobo International Inc

Tel:    +86-10-6216-6032

Email: qiaozhen1973@163.com

Stephen Tong

Rodobo International, Inc.

Tel:   +86-10-6216-6396

Email: tongzijian@gmail.com

RODOBO INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	2,014,976		$	5,163,789
Accounts receivable, net		7,775,763			8,085,248
Other receivable		3,249,049			-
Inventories		1,239,547			1,523,422
Prepaid expenses		423,597			114,215
Advances to suppliers		714,043			969,369
Total current assets		15,416,975			15,856,043
Property, plant and equipment:
Fixed assets, net of accumulated depreciation		32,655,401			19,575,890
Construction in progress		16,407,696			22,701,594
Total property, plant and equipment, net		49,063,097			42,277,484
Biological assets, net		590,765			3,295,508
Other assets:
Deposits on land		77,358			74,726
Intangible assets, net		9,291,069			10,440,131
Total other assets		9,368,427			10,514,857
Total Assets	$	74,439,264		$	71,943,892
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term loans	$	1,740,562		$	1,218,025
Accounts payable		907,063			1,457,624
Other payable		142,553			723,015
Accrued expenses		447,144			588,010
Advance from customers		35,894			-
Due to related parties		1,185,062			1,491,616
Total current liabilities		4,458,278			5,478,290
Warrant liability		412,387			1,414,316
Series A preferred stock, $0.0001 par value, 30,000,000 shares authorized, 2,000,000
shares issued and outstanding as of June 30, 2011 and September 30, 2010		4,100,000			4,100,000
Stockholders' equity
Common stock, $0.0001 par value, 200,000,000 shares authorized, 28,273,266 and 28,003,726 shares
issued and outstanding as of June 30, 2011 and September 30, 2010, respectively		2,827			2,800
Additional paid in capital		31,499,758			30,344,724
Additional paid in capital - warrants		971,788			971,788
Subscription receivable		(50,000	)		(50,000	)
Retained earnings		28,621,907			27,588,952
Accumulated other comprehensive income		4,422,319			2,093,022
Total stockholders' equity		65,468,599			60,951,286
Total Liabilities and Stockholders' Equity	$	74,439,264		$	71,943,892

RODOBO INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For The Three Months Ended June 30,						For The Nine Months Ended June 30,
	2011			2010			2011			2010
Net sales	$	12,666,982		$	19,135,845		$	63,876,806		$	44,541,870
Cost of goods sold		7,908,238			11,808,989			39,593,760			25,913,565
Gross profit		4,758,744			7,326,856			24,283,046			18,628,306
Operating expenses:
Distribution expenses		6,007,603			3,435,678			16,520,792			8,868,794
General and administrative expenses		1,664,589			1,180,040			3,383,187			2,883,025
Loss on sale of biological assets		1,018,443			-			1,018,443			-
Impairment loss on biological assets		3,150,920			-			3,150,920			-
Total operating expenses		11,841,554			4,615,717			24,073,341			11,751,819
Operating (loss) income		(7,082,811	)		2,711,139			209,705			6,876,487
Subsidy income		-			-			-			273,897
Gain on bargain purchase		-			-			-			1,677,020
Interest expenses		(57,645	)		(45,876	)		(273,483	)		(71,439	)
Change in fair value of warrants		225,788			24,759			1,001,929			24,759
Other income		22,035			25,906			94,804			48,796
(Loss) Income before income taxes		(6,892,633	)		2,715,928			1,032,955			8,829,519
Provision for income taxes		-			-			-			-
Net (loss) income	$	(6,892,633	)	$	2,715,928		$	1,032,955		$	8,829,519
Other comprehensive (loss) income:
Foreign currency translation adjustment		851,918			365,575			2,329,297			372,621
Comprehensive  (loss) income	$	(6,040,715	)	$	3,081,503		$	3,362,252		$	9,202,140
(Loss) Earnings per share
Basic	$	(0.25	)	$	0.10		$	0.04		$	0.43
Diluted	$	(0.25	)	$	0.10		$	0.04		$	0.41
Weighted average shares outstanding
Basic		27,394,541			26,031,344			27,352,258			20,741,227
Diluted		27,394,541			27,014,897			27,924,880			21,711,354

RODOBO INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For The Nine Months Ended June 30,
	2011			2010
Cash flows from operating activities
Net income	$	1,032,954		$	8,829,519
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		2,707,107			2,115,885
Allowance for doubtful accounts		225,487			-
Stock-based compensation		1,155,061			1,013,676
Gain on bargain purchase		-			(1,677,020	)
Change in fair value of warrants		(1,001,929	)		(24,759	)
Loss on sale of biological assets		1,018,443			-
Impairment loss on biological assets		3,150,920			-
Changes in assets and liabilities:
(Increase) decrease in -
Accounts receivable and other receivables, net		(2,781,099	)		(1,919,183	)
Inventories		332,725			2,190,028
Prepaid expenses		(357,836	)		(23,483	)
Advances to suppliers		284,420			1,894,683
Increase (decrease) in -
Accounts payable and other payable		(1,223,086	)		(929,324	)
Accrued expenses		(102,775	)		(498,796	)
Advance from customers		35,266			(2,393,891	)
Net cash provided by operating activities		4,475,658			8,577,335
Cash flows from investing activities
Purchase of property, plant and equipment		(6,269,014	)		(3,010,502	)
Purchase of mature biological assets		(2,047,168	)		-
Proceeds from sale of biological assets		405,567			-
Cash acquired in acquisitions, net of cash paid		-			1,056,291
Collection of loan to others		-			1,560,340
Collection of loan to shareholders		-			1,744,895
Net cash (used in) provided by investing activities		(7,910,615	)		1,351,024
Cash flows from financing activities
Net proceeds from issuance of common stock		-			2,652,386
Proceeds from short-term loans		1,140,086			549,411
Repayment of short-term loans		(668,851	)		(131,859	)
Repayment of related party loans		(311,806	)		(1,934,278	)
Net cash provided by financing activities		159,429			1,135,660
Effect of exchange rate changes on cash and cash equivalents		126,716			66,886
Net (decrease) increase in cash and cash equivalents		(3,148,813	)		11,130,905
Cash and cash equivalents, beginning of period		5,163,789			1,640,258
Cash and cash equivalents, end of period	$	2,014,976		$	12,771,163
Supplemental disclosures of cash flow information:
Interest paid	$	39,831		$	34,969
Income taxes paid	$	-		$	-
Non-cash investing and financing activities:
Common stock issued for business acquisition	$	-		$	23,850,000
Preferred stock issued for business acquisition	$	-		$	4,100,000