10-Q/A 1 rodobo_10qa2-063008.txt FORM 10-Q AMENDMENT NO. 2 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 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 NAVSTAR MEDIA HOLDINGS, INC. ---------------------------- (Exact name of registrant as specified in its charter) NEVADA 75-2980786 ---------------------- ------------------- (State of incorporation) (IRS Employer ID 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 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of June 30, 2008, the Registrant had 26,980,609 shares of common stock outstanding. EXPLANATORY NOTE We are filing this Form 10-Q/A (the "Amended Filing") to amend our Form 10-Q for the fiscal quarter ended June 30, 2008, originally filed with the Securities and Exchange Commission on August 19, 2008 and amended on August 22, 2008 (the "Original Filings"), to correct errors in Part I, Item 4T 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 Filings. 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 Filings. ITEM 4T Controls and Procedures Disclosure Controls and Procedures. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are not effective. Management believes, that the Company's lack of sufficient accounting personnel and an operating accounting department has materially negatively affected the Company's ability to ensure that that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer and Chief Financial Officer Changes in Internal Control over Financial Reporting. During the fiscal quarter ended June 30, 2008, there have been no new changes in the Company's internal control over financial reporting, other than commencing remediation measures as described in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2007, which still have not been completed, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. 2 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, NAVSTAR MEDIA HOLDINGS, INC. By: /s/ Yanbin Wang --------------- (Yanbin Wang, Chief Executive Officer, Principal Executive Officer) Dated: March 10, 2009 By: /s/ Xiuzhen Qiao ---------------- Xiuzhen Qiao, Chief Financial Officer (Principal Financial and Accounting Officer) Dated: March 10, 2009 3