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