Correspondence
David Lubin & Associates, PLLC
26 East Hawthorne Avenue
Valley Stream, NY 11580
Tel. (516) 887-8200 Fax (516)
887-8250
November 4, 2008
BY EDGAR AND FEDERAL EXPRESS
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Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attn: Stephen Krikorian
Re: Rodobo International, Inc.
Current Report on Form 8-K
Filed on October 6, 2008
File Number 000-50340
Dear Mr. Krikorian:
On behalf of Rodobo International, Inc. (the "Company"), we are herewith
filing with the Securities and Exchange Commission (the "Commission") an Amended
Current Report on Form 8-K/A (the "8-K Amendment") in response to the
Commission's comment letter, dated October 10, 2008 (the "Comment Letter"), with
reference to the Company's Current Report on Form 8-K (the "Original Report")
filed with the Commission on October 6, 2008.
In addition to the 8-K Amendment, the Company supplementally responds to
all the Commission's comments as follows:
1. Comment: Amend your Form 8-K to disclose whether Bernstein & Pinchuk LLP
"reigned, declined to stand for re-election or was dismissed" as required
by Item 304(a)(1)(i) of Regulation S-K.
Response: The 8-K Amendment has been revised in accordance with Item
304(a)(1)(i) to indicate that Bernstein & Pinchuk LLP was dismissed as the
Company's principal independent accountants.
2. Comment: Tell us when Bernstein & Pinchuk LLP resigned, declined to stand
for re-election or was dismissed. In this regard, your disclosure that
"[o]n September 30, 2008, in connection with the acquisition of Mega,
Navstar terminated the services of Bernstein & Pinchuk LLP, as the
company's independent auditor." appears to conflict with your disclosure
that "[d]uring Navstar's most recent fiscal year and during any subsequent
interim period prior to the February 5 termination as Navstar's independent
auditors." Please amend your form 8-K to remedy the inconsistency.
Response: The 8-K Amendment has been revised to indicate that Bernstein &
Pinchuk LLP was dismissed as the Company's principal independent accountants on
September 30, 2008, which remedies the inconsistency found in the Original
Report.
3. Comment: We note several references to Regulation S-B in your Form 8-K.
Please amend your filing to refer to the appropriate disclosure rules and
regulations as you are no longer permitted to reference disclosure
requirements of Regulation S-B. Rather you should be referring to the
scaled disclosures for "smaller reporting company" as they currently appear
in Regulation S-K. We refer you to the SEC Release No 33-8876, Smaller
Reporting Company Regulatory Company Relief and Simplification.
Response: Item 4.01 and Note 2 of the Financial Statements have been
revised to remove all references to Regulation S-B. Accordingly, we are
refilling the Financial Statements herewith.
The Company respectfully submits via EDGAR the foregoing responses to the
Commission and the 8-K Amendment on Form 8-K/A as requested by the Commission.
Please address any further questions or comments to the undersigned at the
above-referenced telephone and fax numbers. Thank you very much.
Very truly yours,
/s/ David Lubin & Associates, PLLC
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David Lubin & Associates, PLLC
cc: Mr. Yanbin Wang