-----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, Sd+7bKRQDVniK+fSJ12jNkj7hhBWOEnFTsP4MbBnBMvaVRixlnz7dU2pJuLtKCUP sjMIvBD2H4yIHtB42EH1MQ== 0001079973-05-000915.txt : 20051223 0001079973-05-000915.hdr.sgml : 20051223 20051223123650 ACCESSION NUMBER: 0001079973-05-000915 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051219 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Navstar Media Holdings, Inc. CENTRAL INDEX KEY: 0001177274 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752980786 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50340 FILM NUMBER: 051284653 BUSINESS ADDRESS: STREET 1: SUITE 30301, 3RD FLOOR, SCITECH PLACE STREET 2: NO. 22 JIANGUOMENWAI STREET CITY: BEIJING STATE: F4 ZIP: 10004 BUSINESS PHONE: 011-86-139-11113602 MAIL ADDRESS: STREET 1: SUITE 30301, 3RD FLOOR, SCITECH PLACE STREET 2: NO. 22 JIANGUOMENWAI STREET CITY: BEIJING STATE: F4 ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER DOCUMENT SERVICES INC DATE OF NAME CHANGE: 20020711 8-K 1 navstar_8k-122205.htm FORM 8-K Form 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):    December 19, 2005

Navstar Media Holdings, Inc.
(Exact name of registrant as specified in charter)

       Nevada
State or other jurisdiction
    of incorporation)
   000-50340
(Commission File Number)
    752980786
  (IRS Employer
Identification No.)

Suite 30301, 3rd Floor, Scitech Place,
No. 22 Jianguomenwai Street
Beijing China 100004
(Address of principal executive offices)

Registrant’s telephone number, including area code:   011-86-139-11113602

Premier Document Services, Inc.
(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))


SECTION 2 — FINANCIAL INFORMATION

ITEM 2.01.   COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

        As used in this report, “we”, “us”, “our” or “Company” refer to Navstar Media Holdings, Inc., a Nevada corporation.

        As disclosed on our current report on Form 8-K filed with the Commission on December 19, 2005, we signed a Master Agreement with the shareholders of Dong Fang Zheng Yi Film & TV Communication Co., Ltd. and Beijing Dong Fang Zheng Yi Film Investment Consulting Co., Ltd. (collectively, “Dong Fang Group”) to acquire operational control of Dong Fang Group and acquire a 70% ownership interest in Dong Fang Group. Pursuant to the Master Agreement, the Company is issuing 6.2 million shares of its common stock to existing shareholders of Dong Fang Group and has agreed also to pay $800,000 to such shareholders, while committing to invest another $1.6 million into Dong Fang Group operations within 180 days from the date of the Master Agreement.

We are providing audited financial statements for the Dong Fang Group in this current event report with the understanding that all the up to date financial information shall be provided no later than would be required by the applicable regulations of the Commission.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial statements of businesses acquired

(d)   Exhibits

         Exhibit Number

         99.1
Description of Exhibit

Press Release dated December 22, 2005



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 hereunto duly authorized.

                      
                      

                      
                      
Date:  December 21, 2005
Navstar Media Holdings, Inc.
         (Registrant)

/s/ Don Lee
(Signature)
    Don Lee






BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

INDEX

PAGE
 
INDEPENDENT AUDITORS' REPORT      2  
      
CONSOLIDATED BALANCE SHEETS    3  
      
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS    4  
      
CONSOLIDATED STATEMENTS OF CASH FLOWS    5  
      
NOTES TO FINANCIAL STATEMENTS    6-14






KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C.


15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930



INDEPENDENT AUDITORS' REPORT

Board of Directors
Beijing Dong Fang Zheng Yi Film & TV Communication Co., Ltd.
Beijing Oriental Zheng Yi Film Investment Consulting Co., Ltd.

We have audited the accompanying balance sheet of Beijing Dong Fang Zheng Yi Film & TV Communication Co., Ltd. and Beijing Oriental Zheng Yi Film Investment Consulting Co., Ltd. as of December 31, 2004 and 2003 and the related statements of income and retained earnings and cash flows for each of the years in the two years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Beijing Dong Fang Zheng Yi Film & TV Communication Co., Ltd. and Beijing Oriental Zheng Yi Film Investment Consulting Co., Ltd. at December 31, 2004 and 2003 and the results of its' operations and cash flows for each of the years in the two years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Kempisty & Company
Kempisty & Company
Certified Public Accountants PC
New York, New York
October 7, 2005

2


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

CONSOLIDATED BALANCE SHEETS

June 30,
2005
(Unaudited)

December 31,
2004

ASSETS            
Current Assets:  
     Cash (Note 3)   $ 517,076   $ 51,237  
     Accounts receivable, net (Note 4)    282,374    306,755  
     Prepaid expenses    93,870    391,325  
     Short-term loan to co-producer        277,878  


          Total current assets    893,320    1,027,195  
Film Costs (Note 5)    2,544,883    837,018  
Fixed Assets, net (Note 6)    200,965    124,246  
Other assets (Note 7)    28,117    29,916  


          Total Assets   $ 3,667,285   $ 2,018,375  


LIABILITIES AND STOCKHOLDERS' EQUITY  
Current Liabilities:  
     Short-term loan (Note 8)   $ 604,084   $  
     Accounts payable and accrued expenses    24,099    1,450  
     Deferred revenue    34,795    110,277  
     Taxes payable    896,976    477,892  
     Due to shareholders (Note 9)    80,133    120,862  


          Total Current Liabilities    1,640,087    710,481  
Commitments and contingencies (Note 11)  
Stockholders' Equity:  
     Paid-in capital    664,492    664,492  
      Retained earnings    1,362,706    643,402  


        Stockholders' Equity    2,027,198    1,307,894  


Total Liabilities and Stockholders' Equity   $ 3,667,285   $ 2,018,375  



See Notes to Financial Statements

3


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

For the Six Months Ended
June 30,
For the Year Ended
December 31,
2005
2004
2004
2003
(Unaudited) (Unaudited)
Revenues                    
     Sales   $ 3,279,102   $ 1,045,239   $ 2,943,901   $ 1,842,747  
     Cost of sales    1,991,128    747,831    1,652,843    1,453,495  




          Gross Profit    1,287,974    297,408    1,291,058    389,252  
   
Operating Expenses  
     Selling expenses    35,684    41,540    66,494    16,092  
     General and administrative    168,518    109,118    232,153    151,829  




          Total Operating Expenses    204,202    150,658    298,647    167,921  
   
Income (Loss) from Operations    1,083,772    146,750    992,411    221,331  
   
Other Income (Expense)  
      Interest income (expense)    (2,133 )  225    399    301  




Income before Income Taxes    1,081,639    146,975    992,810    221,632  
   
Income Tax    362,335    59,668    331,217    73,139  




Net Income (Loss)    719,304    87,307    661,593    148,493  
   
Retained earnings, (deficit)  
     beginning of period    643,402    (18,191 )  (18,191 )  (166,684 )




   
Retained earnings, (deficit)  
     end of period   $ 1,362,706   $ 69,116   $ 643,402   $ (18,191 )





See Notes to Financial Statements.
4


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended
June 30,
For the Year Ended
December 31,
2005
2004
2004
2003
(Unaudited) (Unaudited)
Operating Activities                    
Net income   $ 719,304   $ 87,307   $ 661,593   $ 148,493  
Adjustments to reconcile net income to net cash  
   provided (used) by operating activities:  
Depreciation and amortization    17,706    9,159    19,731    10,742  
Changes in operating assets and liabilities:  
Accounts receivable    24,381    (41,269 )  (232,604 )  184,108  
Prepaid expenses    297,455    (6,041 )  (390,818 )  2,830  
Film cost    (1,707,865 )  24,163    (812,855 )  (24,163 )
Other assets    1,799        (1,269 )  (4,466 )
Accounts payable and accrued expenses    22,649        (1,151 )  (721,114 )
Deferred revenue    (75,481 )  28,596    110,277      
Taxes and other payables    419,083    49,780    400,415    61,006  




Net cash provided (used) by operating activities    (280,969 )  151,695    (246,681 )  (342,564 )
    
Investing Activities   
Investment in joint programming production            (24,163 )    
Purchase of fixed assets    (94,425 )  (16,697 )  (40,697 )  (85,488 )




Net cash (used) by investing activities    (94,425 )  (16,697 )  (64,860 )  (85,488 )
    
Financing Activities   
Proceeds from short-term loan    604,084              
Loan to co-producer            (277,878 )    
Co-producer loan repaid    277,878              
Loan to shareholders    (40,729 )  (59,200 )        
Shareholders' loan repaid            75,812    242,785  
Investment from shareholders            543,677    60,408  




Net cash provided (used) by financing activities    841,233    (59,200 )  341,611    303,193  
Increase (decrease) in cash    465,839    75,798    30,070    (124,859 )
Cash at beginning of period    51,237    21,167    21,167    146,026  




Cash at end of period   $ 517,076   $ 96,965   $ 51,237   $ 21,167  




Supplemental Disclosures of Cash Flow Information:  
  Cash paid during year for:  
     Interest   $   $   $   $  




     Income taxes   $ 10,296   $ 11,781   $ 11,880   $ 9,931  





See Notes to Financial Statements.
5


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 1-    ORGANIZATION AND OPERATIONS

  Beijing Dong Fang Zheng Yi Film & TV Communication Co., Ltd. was established in Beijing, Peoples Republic of China ("PRC") in March 2003. Beijing Oriental Zheng Yi Film Investment Consulting Co., Ltd. was established in May 1997. Both companies ("the Companies) are in the business of buying, selling and producing TV programming and films.

Note 2-    SIGNIFICANT ACCOUNTING POLICIES

  Economic and Political Risks

  The Company faces a number of risks and challenges since its assets are located in the PRC and its revenues are derived from its operations therein. The PRC is a developing country with an early stage market economic system, overshadowed by the state. Its political and economic systems are very different from the more developed countries and are in a state of change. The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States. Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.

  Basis of Presentation

  The consolidated financial statements include the accounts of the Company and all its majority-owned subsidiaries which require consolidation. Inter-company transactions have been eliminated in consolidation.

  The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). This basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the "Accounting Standards for Business Enterprises" and "Accounting system for Business Enterprises" in the PRC ("PRC GAAP").

  Certain accounting principles, which are stipulated by US GAAP, are not applicable in the PRC. The difference between PRC GAAP accounts of the Company and its US GAAP financial statements is immaterial.

6


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 2-   SIGNIFICANT ACCOUNTING POLICIES (continued)

  Cash and Cash Equivalents

  All highly liquid investments with original maturities of three months or less are considered cash equivalents. Substantially all of the Company’s cash and cash equivalents are held by two financial institutions.

  Use of Estimates

  The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates.

  Programming Revenue and Expense

  Sales of programming is recognized as revenue when the programming is delivered or in accordance with contract terms for contracted programming.

  Purchased programming costs are capitalized and carried as an asset. Such costs are charged to expense when the programming is sold. Licensed programming costs are amortized over the life of the licensing period.

  Employees’Benefits

  Mandatory contributions are made for the PRC’s health, retirement benefit and unemployment costs 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.

7


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 2-    SIGNIFICANT ACCOUNTING POLICIES (continued)

  Concentration of Credit Risk

  Financial instruments which subject the Company to concentrations of credit risk consist principally of accounts receivable and cash. Exposure to losses on receivables is dependent on each customer's financial condition. The Company controls its exposure to credit risk through a process of credit approvals, credit limits and monitoring procedures, establishing allowances for anticipated losses.

  The Company deposits cash with established financial institutions and, by policy, limits the amount of deposit exposure with any one financial institution.

  Fair Value of Financial Instruments

  The carrying value of financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value at December 31, 2004, due to the relatively short-term nature of these instruments.

  Income Taxes

  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the statutory tax rates in the US and the PRC expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

8


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 2-    SIGNIFICANT ACCOUNTING POLICIES (continued)

  Foreign Currency Translation

  The Company maintains its books and accounting records in Renminb ("RMB"), the PRC's currency. Translatisignedacontracts.m RMB into United States dollars ("US$") has been made at the single rate of exchange of US$1.00:RMB8.277. No representation is made that RMB amounts could have been or could be, converted into US dollars at that rate. On January 1, 1994, the PRC government introduced a single rate of exchange, quoted daily by the People's Bank of China (the "Unified Exchange Rate"). The quotation of the exchange rates does not imply free convertibility of RMB to other foreign currencies. All foreign exchange transactions continue to take place either through the Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People's Bank of China. Approval of foreign currency payments by the Bank of China or other institutions requires submission of a payment application form together with supplier's invoices, shipping documents and

  On July 21, 2005, the People's Bank of China, China's central bank, implemented a regulated, managed floating exchange rate system based on market supply and demand and with reference to a package of currencies. RMB is thus no longer pegged to the US dollar and the RMB exchange rate structure is subject to some fluctuation.

  The People's Bank of China announces the closing price of a foreign currency, such as the US dollar against the RMB, in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for trading against the RMB on the following working day.

  The daily trading price of the US dollar against the RMB in the inter-bank foreign exchange market is allowed to float within a band of 0.3 percent around the central parity published by the People's Bank of China, while the trading prices of the non-US dollar currencies against the RMB are allowed to move within a certain band announced by the People's Bank of China.

  The People's Bank of China will adjust the RMB exchange rate band when necessary, according to market developments as well as economic and financial situations. The People's Bank of China is responsible for stabilizing and adapting the RMB exchange rate.

9


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 2-    SIGNIFICANT ACCOUNTING POLICIES (continued)

  Property, Plant and Equipment

  Property, plant and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

  When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the income statements in the year of disposition.

  Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The percentages applied are:

Machines and equipment
Office equipment and furnishings
Vehicle
Leasehold improvements (five-year lease)
20%
20%
20%
20%

  Valuation of Long-Lived assets

  The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent with US GAAP.

  Interim financial information

  The unaudited balance sheet, statements of income and cash flows have been prepared in accordance with US GAAP for interim financial information. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at and for the periods ending June 30, 2005, and 2004, have been included. Readers of these financial statements should note that the interim results for the six month periods ended June 30, 2005, and June 30, 2004, are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

10


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 3-    CASH

  Cash consists of the following:

June 30,
2005
December 31,
2004
Cash on hand     $ 3,980   $ 419  
Cash in Bank    513,096    50,818  


    $ 517,076   $ 51,237  



  Cash balances are held at several financial institutions and are not insured. The Company believes it mitigates its risk by investing in or through major financial institutions. Recoverability is dependent upon the performance of the institution.

Note 4-   ACCOUNTS RECEIVABLE

  Accounts receivable consist of the following:

June 30,
2005
December 31,
2004
Accounts receivable     $ 282,374   $ 306,755  
Less: allowances for doubtful accounts          


    $ 282,374   $ 306,755  


Note 5-  FILM COSTS

  Film costs consist of costs of producing TV episodes and bringing those TV episodes to market and are capitalized and carried as an asset. Such costs are amortized using the individual-film-forecast method, whereby periodic amortization is determined by multiplying the balance in unamortized film costs by the ratio that current period revenue bears to estimated remaining total revenue.

June 30,
2005
December 31,
2004
TV Episodes ‹‹Attachment from Sky››     $   $ 837,018  
TV Episodes ‹‹King of Da Lian››    2,544,883      


    $ 2,544,883   $ 837,018  


11


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 6-    FIXED ASSETS

  Fixed assets consist of the following:

June 30,
2005
December 31,
2004
Machinery and equipment     $ 10,269   $ 10,269  
Office furniture and equipment    52,101    41,239  
Vehicles    123,941    89,188  
Leasehold improvements    63,525    14,715  


     249,836    155,411  
Less: Accumulated depreciation    48,871    31,165  


    $ 200,965   $ 124,246  



  Depreciation expenses for the six months ended June 30, 2005 and the year ended December 31, 2004 were $17,706 and $19,731, respectively.

Note 7-   OTHER ASSETS

  Long-term investment consists of the following:

June 30,
2005
December 31,
2004
Licensed programs     $ 18   $ 18  
Investment in BEIJING DONG FANG  
    ZHENG YI COMMUNICATION CO., Ltd    24,163    24,163  
Rent security deposit    3,936    5,735  


    $ 28,117   $ 29,916  



  Licensed programming represents publishing rights for eighteen sets of TV episodes which have been produced since the inception of the Company.

  The Company’s long-term investment is comprised of a joint venture with a non-related party. The Company owns a 20% interest in the joint venture. The investment is accounted for under the cost method.

12


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 8-    SHORT-TERM LOANS

        Short-term loans at June 30, 2005 consist of the following:

Financial Institutions
Loan
Amount

Duration
Annual
Interest Rate

Collateral
Shenzhen Huaqiao                        
   Internal Media Ltd.   $ 483,267   01/05/2005-01/04/2006    10%   None  
   
Shenzhen Huaqiao  
   Internal Media Ltd.    120,817   05/04/2005-05/03/2006    10%   None  

    $604,084      

Note 9-   DUE TO SHAREHOLDERS

  Due to shareholders consist of the following:

June 30,
2005
December 31,
2004
Yuanfang Wang     $ 80,133   $ 120,862  



Note 10-   INCOME TAXES

  The Company’s effective tax rate for the years ended December 31, 2004 and 2003 was 33.0%.

  The provision for income taxes for each of the two years ended December 31 are summarized as follows:

  PRC only:

2004
2003
Current     $ 362,335   $ 331,217  
Deferred          


    $ 362,335   $ 331,217  


13


BEIJING DONG FANG ZHENG YI FILM & TV COMMUNICATION CO., Ltd.

BEIJING ORIENTAL ZHENG YI FILM INVESTMENT CONSULTING CO., Ltd.

NOTES TO FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months Ended June 30, 2005 Are Unaudited)

Note 11-    COMMITMENTS AND CONTINGENCIES

  The Company’s business operations exist solely in the PRC and are subject to significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency limitations.

  The Company’s results may thus be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies, laws, regulations, anti-inflationary measures, currency conversion and remittance limitation, and rates and methods of taxation, among other things.

  Leases

  The Company has a non-cancelable lease for office space that expires in 2010. Additionally, the Company also leases production space on an annual basis. Rent expense amounted to $49,142 and $53,395 for the years ended December 31, 2004 and 2003, respectively. At December 31, 2004, future minimum lease payments for the leases are as follows:

Year ending June 30,
            2006     $ 75,553  
            2007    83,086  
            2008    90,664  
            2009    98,218  
            2010    105,774  

    $ 453,295  


14


EX-99.1 2 navstar_8k-ex991.htm EXHIBIT 99.1 - PRESS RELEASE

Exhibit 99.1


NAVSTAR MEDIA

FOR IMMEDIATE RELEASE

CONTACTS:
Stanley Wunderlich, CEO
Consulting for Strategic Growth I
Tel: 1-800-625-2236
Fax: 212-337-8089
info@cfsg1.com
Don B. Lee, CEO
Navstar Media Holdings, Inc.
Tel: 917-417-0538
Fax: 212-310-1682
Leedonb@aol.com

NAVSTAR ANNOUNCES STRATEGIC ACQUISITION

Profitable Dong Fang Adds to Chinese Media Portfolio

NEW YORK, December 23, 2005 – Navstar Media Holdings, Inc. (NVMH.OB) (“Navstar”) announced that it has entered a Master Agreement to assume operation control of and acquire a 70% interest in the combined entity of Dong Fang Zheng Yi Film & TV Communication Co., Ltd. and Beijing Dong Fang Zheng Yi Film Investment Consulting Co., Ltd. (Dong Fang). According to the master Agreement entered into with the shareholders of Dong Fang on December 18, 2005, Navstar will pay $800,000 in cash and issue 6.2 million shares of common stock to effect the purchase. Navstar also agreed to infuse $1.6 million directly into the operations of Dong Fang.

        Dong Fang, formed in 1998, has produced some of the most popular television mini-series in China. Dong Fang’s TV mini-series are carried across China by major national, regional and local TV networks. According to audited financial statements, Dong Fang earned a net income of $661,593 on sales of $2,943,901 for the fiscal year 2004. According to unaudited figures provided by Dong Fang, for the first six months of 2005 the net income reached approximately $719,305 earned on sales totaling $3,279,102. (The figures for the first half of 2005 are subject to final audit and may vary in the final audited report.)

        Dong Fang’s close business relationship with government-owned CCTV and its high quality content affords the airing of its programming throughout the nation on state-owned television stations. The company’s expansion plans include making its productions available on the Internet for those unable to watch at the time of airing.

        Navstar CEO Don B. Lee said, ” Dong Fang is a transformational addition to our portfolio of media offerings in China. Their television production capabilities and distribution system throughout the Chinese market puts them at the forefront of satisfying the explosive growth in demand for media there. We look forward to the synergies that this acquisition will engender. The acquisition of Dong Fang is part of our strategy to grow through both internal growth and acquisitions. We will continue to pursue such growth strategy in the future.”

About Navstar Media Holdings, Inc.

        Navstar Media Holdings, Inc. (NVMH.OB), headquartered in Beijing, recently became a publicly traded U.S. company through a reverse merger. The Company intends to grow through internal expansion and strategic acquisitions in the largest emerging media market in the world. In addition to content production, licensing and distribution, Navstar is also engaged in advertising, televised cultural events, corporate communications and exhibitions.

*     *     *

Certain statements in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use words such as “anticipate,” “believe,” “expect,” “future,” “may,” “will,” “would,” “should,” “plan,” “projected,” “intend,” and similar expressions. Such forward-looking statements, involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. All the unaudited numbers and data provided in this press release are based on estimates according to the knowledge of the Company and may be subject to changes that are beyond the control of the Company. The Company’s future operating results are dependent upon many factors, including but not limited to the Company’s ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its expansion plans; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company’s control; and (iv) other risk factors discussed in the Company’s periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov under “Search for Company Filings.”

        Consulting For Strategic Growth I, Ltd. (“CFSG”) provides Navstar Media Holdings, Inc. (“Navstar”) with consulting, business advisory, investor relations, public relations and corporate development services. Independent of CFSG’s receipt of cash compensation from Navstar, CFSG may choose to purchase the company’s common stock and thereafter liquidate those securities at any time it deems appropriate to do so.

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