UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[_] Definitive Information Statement
RODOBO INTERNATIONAL, INC.
--------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule, or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
RODOBO INTERNATIONAL, INC.
380 Changjiang Road
Nangang District, Harbin, PRC 150001
February ___, 2009
Dear Stockholders:
The enclosed Information Statement is being furnished to the holders of record
of shares of the common stock (the "Common Stock") of Rodobo International,
Inc., a Nevada corporation (the "Company"), as of the close of business on the
record date, _________, 2009. The purpose of the Information Statement is to
notify our shareholders that on December 12, 2008, the Company received a
written consent in lieu of a meeting of stockholders (the "Written Consent")
from the holder of 989,305 (representing 69%) of the issued and outstanding
shares of our Common Stock. The Written Consent adopted the following
resolutions, which authorized the Company to amend the Company's Articles of
Incorporation for the purpose of increasing the authorized capital 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.
You are urged to read the Information Statement in its entirety for a
description of the actions taken by the majority stockholder of the Company. The
resolutions will become effective twenty calendar days after this Information
Statement is first mailed to our stockholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The enclosed Information Statement is being
furnished to you to inform you that the foregoing actions have been approved by
the holder of at least a majority of the outstanding shares of all voting stock
of the Company. Because a shareholder holding at least a majority of the voting
rights of our outstanding common stock has voted in favor of the foregoing
actions, and has sufficient voting power to approve such actions through his
ownership of common stock, no other shareholder consents will be solicited in
connection with the transactions described in this Information Statement. The
Board is not soliciting your proxy in connection with the adoption of these
resolutions and proxies are not requested from stockholders.
This Information Statement is being mailed on or about ________ 2009 to
stockholders of record on _________, 2009.
Sincerely,
/s/ Yanbin Wang
- ---------------
Yanbin Wang
Chief Executive Officer
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RODOBO INTERNATIONAL, INC.
380 Changjiang Road
Nangang District, Harbin, PRC 150001
INFORMATION STATEMENT
PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14c-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE
COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the holders of record of shares
of the common stock (the "Common Stock") of Rodobo International, Inc., a Nevada
corporation (the "Company"), as of the close of business on the record date,
____________, 2009. The purpose of the Information Statement is to notify our
stockholders that December 12, 2008 the Company received a written consent in
lieu of a meeting of stockholders (the "Written Consent") from the holder of
989,305 (representing 69%) of the issued and outstanding shares of our Common
Stock. The Written Consent adopted the following resolutions, which authorized
the Company to amend the Company's Articles of Incorporation for the purpose of
increasing the number of authorized capital 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. The resolutions will become effective
twenty calendar days after this Information Statement is first mailed to our
stockholders.
Because a shareholder holding at least a majority of the voting rights of our
outstanding common stock has voted in favor of the foregoing resolutions, and
has sufficient voting power to approve such actions through his ownership of
common stock, no other shareholder consents will be solicited in connection with
the transactions described in this Information Statement. The Board is not
soliciting proxies in connection with the adoption of these resolutions and
proxies are not requested from stockholders.
In accordance with our bylaws, our board of directors has fixed the close of
business on _______, 2009 as the record date for determining the stockholders
entitled to notice of the above noted actions. This Information Statement is
being mailed on or about _______ 2009 to stockholders of record on the record
date.
DISTRIBUTION AND COSTS
We will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. We will deliver a single
copy of this information statement and future stockholder communication
documents to any security holder or holders sharing an address to which multiple
copies are now delivered, upon written request to us at our address noted above.
Security holders may also address future requests regarding delivery of
information statements by contacting us at the address noted above.
Also, please note that this information statement is available over the
internet at [________].
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VOTE REQUIRED; MANNER OF APPROVAL
Approval to amend the current Articles of Incorporation of the Company (the
"Amendment") under the Nevada Revised Statutes ("NRS") Section 78.390 requires
the affirmative vote of the holders of a majority of the voting power of the
Company. Accordingly, the holders of a majority of the voting power of the
Company must approve the Amendment.
In addition, NRS section 78.320 provides in substance that shareholders may take
action without a meeting of the shareholders and without prior notice if a
consent or consents in writing, setting forth the action so taken, is signed by
the holders of the outstanding voting shares holding not less than the minimum
number of votes that would be necessary to approve such action at a shareholders
meeting. This action is effective when written consents from holders of record
of a majority of the outstanding shares of voting stock are executed and
delivered to the Company.
The Company has no class of voting stock outstanding other than the Common
Stock. There are currently 1,435,568 shares of Common Stock issued and
outstanding, and each share of Common Stock is entitled to one vote.
Accordingly, the vote or written consent of the shareholders holding at 717,785
shares of the Common Stock issued and outstanding is necessary to approve the
filing of the Certificate of Amendment. In accordance with our bylaws, our board
of directors has fixed the close of business on ________, 2009 as the record
date for determining the shareholders entitled to vote or give written consent.
On December 12, 2008, a shareholder holding 989,305 (representing 69%) of the
issued and outstanding shares of Common Stock, executed and delivered to the
Company the Written Consent. Accordingly, in compliance with the NRS, at least a
majority of the outstanding shares has approved the Amendment. As a result, no
vote or proxy is required by the stockholders to approve the adoption of the
foregoing resolutions.
Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as
amended (the "Act"), the Articles of Amendment may not be filed with the Nevada
Secretary of State until twenty calendar days after this Information Statement
is first mailed to our stockholders. As mentioned earlier, the Amendment will
become effective upon the filing of the Articles of Amendment with the Secretary
of State of the State of Nevada, which is anticipated to be on or about
______________,2009, twenty days after the mailing of this Information
Statement.
PURPOSES AND EFFECT OF THE CHANGE
On December 12, 2008, the Company received a written consent in lieu of a
meeting of stockholders (the "Written Consent") from the holder of 989,305
(representing 69%) of the issued and outstanding shares of our Common Stock. The
Written Consent adopted the resolutions, which authorized the Company to amend
the Company's Articles of Incorporation for the purpose of increasing the
authorized capital 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. This Amendment will not affect total stockholder equity but will
increase the authorized capitalization of the Company.
Our Board of Directors believes that by increasing the number of authorized
capital of the Company will give the Company more flexibility to meet its
obligations. Currently, the Company does not have sufficient shares of common
stock authorized to honor certain contractual obligations, as described below.
Accordingly, the Company needs to increase its authorized share capital.
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As disclosed in the Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 6, 2008, pursuant to the Merger Agreement by and
among the Company, its wholly owned acquisition subsidiary Rodobo International,
Inc., a Nevada corporation, Mega Profit Limited ("Mega"), a corporation formed
under the laws of the Cayman Islands ("Cayman"), and its sole shareholder,
Navstar completed its acquisition of 100% ownership interest in Mega, which owns
a 100% ownership interest in Harbin Rodobo Dairy Co., Ltd. ("Harbin"), a milk
formula producer in China. At the closing, Navstar acquired all of the issued
and outstanding capital stock of Mega from the Mega shareholder in exchange for
93% of the issued and outstanding shares of common stock of Navstar ("Merger").
Subsequent to the closing and as a direct consequence, the name of the Company
was changed to Rodobo International, Inc. pursuant to Chapter 92A the NRS.
Effective on November 12, 2008, the Company effected a reverse stock split of
37.4 to 1 pursuant to section 78.207(1) of the NRS by an action of the Company's
board of directors. The split was done with respect to both the Company's issued
and outstanding shares of common stock and its authorized shares of common stock
in order to improve the Company's capital structure and is not related to the
stockholder's action to increase the Company's authorized capital that is the
subject of this Information Statement. The Company is currently authorized to
issue 1,604,288 shares of common stock, of which 1,435,488 shares are issued and
outstanding and 15,000,000 shares of preferred stock, none of which are issued
and outstanding. In connection with the Merger, holders of convertible notes of
the Company who collectively held $1,000,000 original face value of the
convertible notes, have agreed that upon increase of the Company's authorized
share capital, the notes shall be converted into approximately 458,490 shares of
common stock of the Company rather then repaid in cash. The convertible notes
were issued to 11 accredited investors on January 31, 2006, bearing interest at
a rate of 8% per annum. In July, 2006, the Company paid a total of $40,000 in
interest to the note holders, and the holders agreed to extend the maturity date
of the notes to November 30, 2006 under certain terms including but not limited
to the Company's agreement agrees to increase the principal of debentures by 20%
to $1,200,000. The Company defaulted on November 30, 2006 and the notes have
subsequently been suspended. In connection with the Merger the note holders
agreed to convert the notes to equity which shall happen immediately upon the
increase of the Company's authorized capital and the Company's issuance and
delivery of relevant number of shares to the note holders. Currently, the
Company does not have sufficient shares of common stock authorized to honor its
obligations to the convertible note holders. Other than pursuant to the
transaction contemplated in the Merger or as described herein, there are no
other current plans, understandings or agreements to use any of the additional
authorized shares.
The additional Common Stock authorized by the proposed amendment would have
rights identical to our currently outstanding Common Stock. Holders of our
Common Stock are entitled to one vote per share on all matters submitted to a
vote of our shareholders, including the election of directors, and except as
otherwise required by law or as provided in any resolution adopted by our Board
with respect to any series of preferred stock, the holders of such shares will
exclusively possess all voting power. Holders of Common Stock do not have the
right to cumulative voting for the election of directors. Subject to the
preferential rights of any outstanding series of preferred stock, the holders of
Common Stock will be entitled to such dividends as may be declared from time to
time by our Board from funds legally available therefore and will be entitled to
receive pro rata all of our assets available for distribution to such holders
upon liquidation. The Board further believes that it is in Company's best
interests to increase the number of authorized shares of Common Stock in order
to provide the Company with the flexibility to issue Common Stock without
further action by the Company's stockholders (unless required by law or
regulation) for such other corporate purposes as the Board may deem advisable.
Though the Company has no current definitive plans other than as described
above, these purposes may include, among other things, the sale of shares to
obtain additional capital funds, the purchase of property, the use of additional
shares for various equity compensation and other employee benefit plans of the
Company or of acquired companies, the acquisition of other companies, and other
bona fide purposes.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of January 6, 2009, the number of shares of Common
Stock beneficially owned by (i) each person or entity known to our Company to be
the beneficial owner of more than 5% of the outstanding common stock; (ii) each
officer and director of our Company; and (iii) all officers and directors as a
group. Information relating to beneficial ownership of common stock by our
principal shareholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to be
a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.
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The percentages below are calculated based on 1,435,488 issued and outstanding
shares of Common Stock. Unless otherwise indicated, the business address of each
such person is c/o Rodobo International, Inc. 380 Changjiang Road Nangang
District, Harbin, PRC 150001.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Zhao Weihua 989,305 69%
Xiuzhen Qiao 0 0%
Yanbin Wang 0* 0%
All directors and executive 0* 0%
officers as a group
(2 individuals)
* In connection with the Merger, the Company issued 3,000,000 shares of
preferred stock to Yanbin Wang. Upon the increase of the authorized share
capital of the Company, Mr. Wang's preferred stock will be convertible into
3,000,000 common shares, which will represent approximately 20% of the Company's
common stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since the date of incorporation of the
Company, had any material interest, direct or indirect, in any transaction with
the Company or in any presently proposed transaction that has or will materially
affect us:
- any of our directors or officers;
- any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock; or
- any relative or spouse of any of the foregoing persons who has the
same house as such person.
INTEREST OF CERTAIN PERSONS IN OR IN
OPPOSITION TO MATTERS TO BE ACTED UPON
Other than pursuant to the Merger, no director, executive officer, associate of
any officer or director or executive officer, or any other person has any
interest, direct or indirect, by security holdings or otherwise, in the Articles
of Amendment which is not shared by all other stockholders.
OTHER MATTERS
The Board knows of no other matters other than those described in this
Information Statement which have been approved or considered by the holders of a
majority of the shares of the Company's voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE
ARTICLES OF AMENDMENT, PLEASE CONTACT:
RODOBO INTERNATIONAL, INC.
380 Changjiang Road
Nangang District, Harbin, PRC 150001
86 0451 82260522
By Order of the Board of Directors,
/s/ Yanbin Wang
---------------
Yanbin Wang
Chief Executive Officer
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