-----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, SzvUeBOOghBo3POH/8auwy2cKz3n6jnU9BneGOr64X5gtMUiXtL3gkSZz0Ih08qj 1pUKtytKRMJhcmqqGym2Pw== 0001079973-06-000435.txt : 20060710 0001079973-06-000435.hdr.sgml : 20060710 20060710131340 ACCESSION NUMBER: 0001079973-06-000435 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060710 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060710 DATE AS OF CHANGE: 20060710 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: 06953238 BUSINESS ADDRESS: STREET 1: 26, CHAOWAI ROAD, SUITE A2205 CITY: CHAOYANG DISTRICT, BEIJING STATE: F4 ZIP: 100020 BUSINESS PHONE: 646-688-4413 MAIL ADDRESS: STREET 1: 26, CHAOWAI ROAD, SUITE A2205 CITY: CHAOYANG DISTRICT, BEIJING STATE: F4 ZIP: 100020 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER DOCUMENT SERVICES INC DATE OF NAME CHANGE: 20020711 8-K 1 navstar_8k-071006.txt CURRENT EVENT REPORT 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): July 10, 2006 -------------- Navstar Media Holdings, Inc. ----------------------------- (Exact name of registrant as specified in charter) Nevada 000-50340 752980786 ------- ---------- --------- State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 26, Chaowai Road, Suite A2205, Chaoyang District, Beijing, 100020, China ----------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: Phone:011-86-10-85653268 Fax: 011-86-10-85653223 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)) Item 1.01 Entry into Material Definitive Agreement The registrant entered into a definitive agreement to acquire 70% of ownership interest in Beijing Lucky Star Century Advertisement Company ("Lucky Star") on July 9, 2006. Founded in 1992, Lucky Star is engaged in advertising business in the following areas: TV commercials, newspaper, magazines, and outdoor media. Its customers include Coca Cola, Pepsi Cola, Philips, Pizza Hut, Dunkin Donuts, China Life, and other brand names. The purchase price is 2,800,000 shares of Navstar Media Holdings, Inc.'s common stock. This acquisition will add additional revenue and income as well as synergy to the Company as it enters a new phase of growth and development. This is another step forward in our Company's growth strategy. The Company intends to continue to grow through internal expansion and acquisitions. 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." Item 9.01 Exhibits. 10.1 Agreement 99.1 Press Release 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. Navstar Media Holdings, Inc. (Registrant) /s/ Ranny Liang ----------------- (Signature) Date: July 10, 2006 Ranny Liang EX-10.1 2 navstar_8k-agmt.txt AGREEMENT Exhibit 10.1 This Agreement ("Agreement") is entered into on July 9, 2006 by the following parties: Party A: The shareholders of Beijing Lucky Star Advertisement Co., Ltd. (Beijing Ruixing Shiji Advertisement Co., Ltd.:in Chinese) ("Lucky Star") Name Ownership Nationality ------------- --------- ----------- Meng Fanxing 50% China Wang Mengqi 50% China Contact Address: Party B: Navstar Media Holdings, Inc. Contact Address: 4001 S DECATUR BLVD, SUITE 37-218 LAS VEGAS NV 89103 Representative: Steve Sun Nationality: U.S.A. (1) Party A are all the shareholders of Lucky Star, a legally registered limited liability company established according to the laws of the People's Republic of China ("China"); Party B is a corporation legally organized in the State of Nevada.. (2) In Accordance with The Company Law of China, The Contract Law of China as well as other prevailing laws and regulations, Part B decides to take operation control of and make investment in Ruxing, and invest in Lucky Star directly or indirectly through one of Party B's subsidiaries. 1. Representations and Warranties 1.1 The representations and warranties jointly made by the both parties are listed as follows: (1) The both parties have all the relevant legal rights and capacity and are qualified for signing and implementation of this Agreement, and at the same time, the signing and implementation of this Agreement will not violate any or all the legal documents such as regulations on the company regulation, contracts and agreements which may impose certain restrictions on it. (2) The both parties have already carried out all the required actions or will do so, to obtain the consent, approval, authorization and permit required by signing and implementation of this Agreement. (3) In keeping with the principles of reliability and creditability and responsibility, both parties will make utmost efforts to work in close cooperation to promote the smooth implementation of this Agreement. The parties will follow the principles set forth within this Agreement, and will not impede the implementation of this Agreement. The representations and warranties of Party A 1.2 The representations and warranties that Party A makes to Party B are listed as follows: (1) All the materials having been or to be provided by Party A are authentic, complete, accurate with no misleading information. (2) The registered capital of Lucky Star has been fully contributed; Lucky Star owns the legal ownership and use rights of the total assets. (3) Lucky Star has obtained necessary rights and permits, authorizations, approvals and consent required for its intended business operation. The business scope of Lucky Star does not go beyond the operational scope approved as well as the rules of its articles. (4) Its financial statements as audited by its auditing firm according to the US GAAP shall be true and correct and fairly represent the operation results of Lucky Star. (5) Party A shall disclose all the mortgage of assets, sponsor and related lawsuits and arbitration as well as administrative penalties to which Party A or Lucky Star is subject. (6) Additional Representations and Warranties: There will be no material changes in the contributed assets and debts of Lucky Star and Party A will maintain normal cash flow for it operational activities; 1.3 The representations and warranties that Party B makes to Party A are listed as follows: (1) All the materials having been or to be provided to party A are authentic, timely and complete. (2) Party B recognizes all the contracts entered into before this Agreement, and will cause duly the implementation of this Agreement. 2. Operation Control and Investment 2.1 The scope of the capital assets of this cooperation refers to the total assets appearing on the financials of Lucky Star. 2.2 As of the date of this Agreement, Party B shall assume the full operation control of Party A, including without limitation all aspects of Lucky Star 's business operation, production, distribution and sale of products and shall have the complete power to appoint and change Lucky Star's top management staff and executives. Party B shall also nominate majority of Lucky Star's board members including its chairman. 2.3 Party B agrees to inject additional funding into Lucky Star either directly or indirectly. After the completion of investment from Party B, Lucky Star will become a subsidiary of Party B with Party B holds 70% of the total equity and Party A holds 30% of the total equity of Lucky Star. 2.4 Standstill Party A shall not enter into any discussion of capital contribution and cooperation with any third party without the consent of Party B and shall avail itself for the acquisition transaction as provided in Section 2.2 above. 3. Arrangement of the transaction 3. Party B will issue 2,800,000 shares of its capital stock to Party A as the payment for the acquisition. The shares will be issued within 10 days upon signing of this agreement and will be delivered to Party A within 10 days upon the completion of an audit to Party B's satisfaction. 4. Others 4.1 This Agreement is not allowed to be terminated unilaterally and is subject to the final result of the audit of the company to be performed according to US GAAP. 4.2 If any of the parties breaches the Agreement, the non-breaching party has rights to ask the other party for compensations due to breach of Agreement. 4.3 If any dispute arises between the two parties, the dispute shall be negotiated and settled within 30 working days. If the negotiation fails, the two parties can seek arbitration as the exclusive remedy and such arbitration award shall be final, exclusive, binding and enforceable against the parties. The arbitration shall be held in Hong Kong before the arbitral tribunal under the auspices of the Hong Kong Chamber of Commerce using its procedural rules. 4.4 For issues fails to be mentioned in this Agreement, the two parties may sign supplementary Agreement or attachment in writing, which forms effective components of this Agreement with the same legal effect. 4.5 This Agreement is in quadruplicate, with two copies held by each party. Party A: By: /s/ Meng Fanxing ---------------- Meng Fanxing By: /s/ Wang Mengqi --------------- Wang Mengqi Party B: By: /s/ Steve Sun ------------- Steve Sun EX-99.1 3 navstar_8k-ex991.txt EXHIBIT 99.1 Exhibit 99.1 Navstar Media Holdings, Inc. Signs Definitive Agreement to Acquire Beijing Advertising Firm Beijing, China--(MARKET WIRE)--July 10, 2006 -- Navstar Media Holdings, Inc. (OTC BB:NVMH.OB - News) ("Navstar" or "Company") announced today that it has signed a definitive agreement to acquire 70% of ownership interest in Beijing Lucky Star Century Advertisement Company ("Lucky Star"). Founded in 1992, Lucky Star is engaged in advertising business in the following areas: TV commercials, newspaper, magazines, and outdoor media. Its customers include Coca Cola, Pepsi Cola, Philips, Pizza Hut, Dunkin Donuts, China Life, and other brand names. Steve Sun, Senior Vice President of Navstar stated, "We are very happy to have signed the agreement with Lucky Star. This acquisition will add additional revenue and income as well as synergy to the Company as it enters a new phase of growth and development. This is another step forward in our strategy. We are very excited about our growth prospects and we will continue to grow through internal expansion and acquisitions". About Navstar Media Holdings, Inc. - ---------------------------------- Navstar Media Holdings, Inc. (OTC BB:NVMH.OB - News) (Navstar), headquartered in Beijing, is a leading provider of television content in China. The Company intends to grow through internal expansion and strategic acquisitions. In addition to content production, licensing, and distribution, Navstar is also engaged in advertising, televised cultural events, corporate communications, and exhibitions. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The statements contained in this release which are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include the Company's entry into new commercial businesses, the risk of obtaining financing, recruiting and retaining qualified personnel, and other risks described in the Company's Securities and Exchange Commission filings. The forward-looking statements in this press release speak only as of the date hereof, and the Company disclaims any obligation to provide updates, revisions or amendments to any forward-looking statement to reflect changes in the Company's expectations or future events. For Further Information, Contact: - -------------------------------- Jon Cunningham Aurelius Consulting Group, Inc. (407) 644-4256 x 107 www.runonideas.com info@aurcg.com -----END PRIVACY-ENHANCED MESSAGE-----