REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Beijing Lucky Star Century Advertisement Co., Ltd.
We have audited the accompanying balance sheets of Beijing Lucky Star Century
Advertisement Co., Ltd. as of December 31, 2005 and 2004, and the related
statements and other comprehensive income (loss), shareholders' equity, and cash
flows for each of the years in the two-year period ended December 31, 2005.
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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 Lucky Star Century
Advertisement Co., Ltd. as of December 31, 2005 and 2004, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ Moore Stephens Wurth Frazer and Torbet, LLP
- -----------------------------------------------
MOORE STEPHENS WURTH FRAZER AND TORBET, LLP
Walnut, California
October 1, 2006
1
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2004
ASSETS
2005 2004
--------- ---------
CURRENT ASSETS:
Cash $ 253,694 $ 97,633
Accounts receivable, net of allowance for doubtful accounts of $157,129
and $114,124 as of December 31, 2005 and 2004, respectively 135,258 119,160
Other receivables 64,617 70,988
Other receivables - related parties 63,569 8,574
Other current assets 65,674 39,240
--------- ---------
Total current assets 582,812 335,595
EQUIPMENT, net 57,295 19,242
--------- ---------
Total assets $ 640,107 $ 354,837
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 22,207 $ 280,874
Customer deposits 298,116 124,836
Accrued liabilities 19,962 37,203
Other payables 45,934 4,828
Other payables - related parties 58,528 158,194
Taxes payable 153,594 (10,039)
--------- ---------
Total current liabilities 598,341 595,896
--------- ---------
SHAREHOLDERS' EQUITY:
Paid-in-capital 60,500 60,500
Retained earnings (deficits) (73,266) (301,559)
Statutory reserves 56,363 --
Accumulated other comprehensive income (1,831) --
--------- ---------
Total shareholders' equity 41,766 (241,059)
--------- ---------
Total liabilities and shareholders' equity $ 640,107 $ 354,837
========= =========
See report of independent registered public accounting firm.
The accompanying notes are an integral part of this statement.
2
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
2005 2004
----------- -----------
SALES REVENUE $ 1,370,491 $ 1,453,383
LESS: SALES TAX 117,526 123,780
----------- -----------
REVENUE, NET 1,252,965 1,329,603
COST OF SALES 518,971 1,247,671
----------- -----------
GROSS PROFIT 733,994 81,932
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 324,290 312,897
----------- -----------
INCOME (LOSS) FROM OPERATIONS 409,704 (230,965)
OTHER INCOME (EXPENSE), NET 4,269 348
----------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES 413,973 (230,617)
PROVISION FOR INCOME TAXES 129,317 --
----------- -----------
NET INCOME (LOSS) 284,656 (230,617)
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment (1,831) --
----------- -----------
COMPREHENSIVE INCOME (LOSS) $ 282,825 $ (230,617)
=========== ===========
See report of independent registered public accounting firm.
The accompanying notes are an integral part of this statement.
3
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
Accumulated
Retained other
Paid-in earnings Statutory comprehensive
capital (deficit) Reserves income Totals
--------- --------- --------- --------- ---------
BALANCE, January 1, 2004 $ 60,500 $ (70,942) $ -- $ -- $ (10,442)
Net loss (230,617) -- -- (230,617)
--------- --------- --------- --------- ---------
BALANCE, December 31, 2004 $ 60,500 $(301,559) $ -- $ -- $(241,059)
Net income 284,656 -- 284,656
Statutory Reserves (56,363) 56,363 -- --
Foreign currency translation gain (1,831) (1,831)
--------- --------- --------- --------- ---------
BALANCE, December 31, 2005 $ 60,500 $ (73,266) $ 56,363 $ (1,831) $ 41,766
========= ========= ========= ========= =========
See report of independent registered public accounting firm.
The accompanying notes are an integral part of this statement.
4
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
2005 2004
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 284,656 $(230,617)
Adjustments to reconcile net income (loss) to cash
provided by (used in) operating activities:
Depreciation 4,639 3,201
Allowance for bad debts 39,600 114,124
(Increase) decrease in assets:
Accounts receivable (52,555) 162,660
Other receivables 8,014 (53,323)
Other receivables - related parties (53,996) (8,574)
Other current assets (25,095) (39,240)
Increase (decrease) in liabilities:
Accounts payable (261,818) 11,501
Accrued liabilities (17,902) 16,022
Other payables 40,398 (50,818)
Other payables - related parties (102,100) 158,194
Customer deposits 167,742 33,553
Taxes payable 161,530 (28,513)
--------- ---------
Net cash provided by operating activities 193,113 88,170
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to equipment (41,508) (14,066)
--------- ---------
EFFECTS OF EXCHANGE RATE CHANGE IN CASH 4,456 --
--------- ---------
INCREASE IN CASH 156,061 74,104
CASH, beginning of year 97,633 23,529
--------- ---------
CASH, end of year $ 253,694 $ 97,633
========= =========
See report of independent registered public accounting firm.
The accompanying notes are an integral part of this statement.
5
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2005 and 2004
Note 1 - Organization and nature of operations
Background
- ----------
Beijing Lucky Star Century Advertisement Co., Ltd. ("Lucky Star" or the
"Company") was established on October 20, 2001 in Beijing, the People's Republic
of China ("PRC"). The Company is a Chinese registered limited liability company
with a legal structure similar to a regular corporation and a limited liability
company organized under state laws in the United States of America. The Articles
of Association provides for a 10 year term with original registered capital of
approximately $60,500 (RMB 500,000). The Company principally engages in
advertising business in TV commercials, newspapers, magazines, and outdoor media
in China. The Company was originally established in 1992 as a PRC state owned
enterprise named Lucky Star Advertisement Company. On October 20, 2001, in
accordance with the economic restructuring of China, two individual shareholders
acquired 100% of the Company for a total cash consideration of RMB 500,000.
Note 2 - Summary of significant accounting policies
Basis of Presentation
- ---------------------
The financial statements represent the activities of the Company. The Company's
financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America.
Foreign currency translation
- ----------------------------
The reporting currency of the Company is the US dollar. The Company uses their
local currency, Renminbi (RMB), as their functional currency. Results of
operations and cash flows are translated at average exchange rates during the
period, and assets and liabilities are translated at the unified exchange rate
as quoted by the People's Bank of China at the end of the period. Translation
adjustments resulting from this process are included in accumulated other
comprehensive income in the statement of shareholders' equity. Transaction gains
and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred.
Translation adjustments amounted to ($1,831) and $0 as of December 31, 2005 and
2004, respectively. The balance sheet amounts with the exception of equity at
December 31, 2005 were translated at 8.06 RMB to $1.00 USD as compared to 8.26
RMB at December 31, 2004. The equity accounts were stated at their historical
rate. The average translation rates applied to income statement accounts for the
years ended December 31, 2005 and 2004 were 8.18 RMB and 8.26 RMB, respectively.
See report of independent registered public accounting firm
6
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2005 and 2004
Note 2 - Summary of significant accounting policies, (continued)
Cash and Concentration of Risk
- ------------------------------
Cash includes cash on hand and demand deposits in accounts maintained with
state-owned banks within the People's Republic of China. Total cash in these
banks at December 31, 2005 and 2004, amounted to $253,694 and $97,633,
respectively, of which no deposits are covered by insurance. The Company has not
experienced any losses in such accounts and believes it is not exposed to any
significant risks on its cash in bank accounts.
Accounts Receivable and Allowance for Doubtful Accounts
- -------------------------------------------------------
The Company presents accounts receivable, net of allowance for doubtful
accounts. The allowance is calculated based on review of the accounts receivable
aging report.
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.
Revenue Recognition
- -------------------
Revenue from the sales or licensing of proprietary content, third party
programming, imported TV and films, and sales and distribution of advertisement
programs are recognized upon meeting all recognition requirements of Statement
of Position (SOP) 00-2 "Accounting by Producers or Distributors of Films".
Revenue from sales of advertisement designs and products are recognized when the
products are delivered and title has passed.
Cash payments received are recorded as deferred revenue until all the conditions
of revenue recognition have been met.
Recently issued accounting pronouncements
- -----------------------------------------
In March 2005, the FASB published FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations," which clarifies that the term,
conditional asset retirement obligations, as used in SFAS No. 143, "Accounting
for Asset Retirement Obligations," refers to a legal obligation to perform an
asset retirement activity in which the timing and (or) method of settlement are
conditional on a future event that may or may not be within the control of the
entity. The uncertainty about the timing and (or) method of settlement of a
conditional asset retirement obligation should be factored into the measurement
of the liability when sufficient information exists. The interpretation
See report of independent registered public accounting firm
7
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2005 and 2004
Note 2 - Summary of significant accounting policies, (continued)
Recently issued accounting pronouncements, (continued)
- ------------------------------------------------------
also clarifies when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation. This interpretation
is effective no later than the end of the Company's fiscal 2006. The adoption of
this Interpretation is not expected to have a material effect on the Company's
financial position or results of operations.
In June 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS No. 154"). SFAS No. 154 replaces APB No. 20 ("APB 20") and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements," and
applies to all voluntary changes in accounting principle, and changes the
requirements for accounting for and reporting of a change in accounting
principle. APB 20 previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of change a
cumulative effect of changing to the new accounting principle whereas SFAS No.
154 requires retrospective application to prior periods' financial statements of
a voluntary change in accounting principle, unless it is impracticable. SFAS No.
154 enhances the consistency of financial information between periods. SFAS No.
154 will be effective beginning with the Company's first quarter of fiscal year
2006. The Company does not expect that the adoption of SFAS No. 154 will have a
material impact on its results of operations, financial position or cash flows.
In July 2005, the Financial Accounting Standards Board (FASB) issued an Exposure
Draft of a proposed Interpretation "Accounting for Uncertain Tax Positions--an
interpretation of FASB Statement No. 109." Under the proposed Interpretation, a
company would recognize in its financial statements its best estimate of the
benefit of a tax position, only if the tax position is considered probable of
being sustained on audit based solely on the technical merits of the tax
position. In evaluating whether the probable recognition threshold has been met,
the proposed Interpretation would require the presumption that the tax position
will be evaluated during an audit by taxing authorities.
The proposed Interpretation would be effective as of the end of the first fiscal
year ending after December 15, 2005, with a cumulative effect of a change in
accounting principle to be recorded upon the initial adoption. The proposed
Interpretation would apply to all tax positions and only benefits from tax
positions that meet the probable recognition threshold at or after the effective
date would be recognized. The Company is currently analyzing the proposed
Interpretation and has not determined its potential impact on its financial
statements.
The Company cannot predict with certainty the rules in the final Interpretation,
there is risk that the final Interpretation could result in a cumulative effect
charge to earnings upon adoption, increases in future effective tax rates,
and/or increases in future interperiod effective tax rate volatility.
See report of independent registered public accounting firm
8
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2005 and 2004
Note 2 - Summary of significant accounting policies, (continued)
Recently issued accounting pronouncements, (continued)
- ------------------------------------------------------
In October 2005, FASB Staff Position (FSB) FAS 13-1, "Accounting for Rental
Costs Incurred during a Construction Period" was issued. This FSP concluded that
rental costs associated with ground or building operating leases that are
incurred during a construction period be expensed. The guidance in the FSP is
required to be applied to the first reporting period beginning after December
15, 2005. The adoption of this pronouncement is not expected to have a material
impact on the Company's financial position or results of operations.
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments" ("FAS 155"), which amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("FAS 133") and SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities" ("FAS 140"). FAS 155 provides guidance to simplify the
accounting for certain hybrid instruments by permitting fair value remeasurement
for any hybrid financial instrument that contains an embedded derivative, as
well as, clarifies that beneficial interests in securitized financial assets are
subject to FAS 133. In addition, FAS 155 eliminates a restriction on the passive
derivative instruments that a qualifying special-purpose entity may hold under
FAS 140. FAS 155 is effective for all financial instruments acquired, issued or
subject to a new basis occurring after the beginning of an entity's first fiscal
year that begins after September 15, 2006.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets" ("FAS 156"), which amends SFAS No. 140. FAS 156 specifically
provides guidance addressing the recognition and measurement of separately
recognized servicing assets and liabilities, common with mortgage securitization
activities, and provides an approach to simplify efforts to obtain hedge
accounting treatment. FAS 156 is effective for all separately recognized
servicing assets and liabilities acquired or issued after the beginning of an
entity's fiscal year that begins after September 15, 2006, with early adoption
being permitted.
In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in a company's financial statements in accordance with FAS 109, "Accounting for
Income Taxes". FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. The requirements of FIN 48 are
effective for our fiscal year beginning January 1, 2007.
The implementation of the above pronouncements is not expected to have a
material effect on the Company's financial statement presentation or
disclosures.
See report of independent registered public accounting firm
9
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2005 and 2004
Note 2 - Summary of significant accounting policies, (continued)
Concentration of Credit Risk
- ----------------------------
Financial instruments which subject the Company to concentrations of credit risk
consist principally of accounts receivable. 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.
Fair Value of Financial Instruments
- -----------------------------------
Statement of Financial Accounting Standards No. 107 ("SFAS 107"), "Disclosures
About Fair Value of Financial Instruments" requires disclosure of the fair value
of financial instruments held by the Company. SFAS 107 defines the fair value of
financial instruments as the amount at which the instrument could be exchanged
in a current transaction between willing parties.
The carrying amount of accounts receivable, accounts payable, and other items
included on the accompanying balance sheets approximate their fair value due to
their short-term nature.
Income Taxes
- ------------
The Company has adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109). SFAS 109 requires the recognition of
deferred income tax liabilities and assets for the expected future tax
consequences of temporary differences between income tax basis and financial
reporting basis of assets and liabilities. Provision for income taxes consist of
taxes currently due plus deferred taxes. There are no deferred taxes at December
31, 2005 and 2004.
The charge for taxation is based on the results for the year as adjusted for
items, which are non-assessable or disallowed. It is calculated using tax rates
that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in
respect of temporary differences arising from differences between the carrying
amount of assets and liabilities in the financial statements and the
corresponding tax basis used in the computation of assessable tax profit. In
principle, deferred tax liabilities are recognized for all taxable temporary
differences, and deferred tax assets are recognized to the extent that it is
probably that taxable profit will be available against which deductible
temporary differences can be utilized.
Deferred tax is calculated at the tax rates that are expected to apply to the
period when the asset is realized or the liability is settles. Deferred tax is
charges or credited in the income statement, except when it related to items
credited or charged directly to equity, in which case the deferred tax is also
dealt with in equity.
See report of independent registered public accounting firm
10
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2005 and 2004
Note 2 - Summary of significant accounting policies, (continued)
Income Taxes, (continued)
- -------------------------
Deferred tax assets and liabilities are offset when they related to income taxes
levied by the same taxation authority and the Company intends to settle its
current tax assets and liabilities on a net basis.
Equipment
- ---------
Equipment is carried at cost less accumulated depreciation. The costs of repairs
and maintenance are 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 statement in the year of disposition.
Depreciation is calculated on a straight-line basis over the estimated useful
life of the assets. Estimated useful lives of the assets are as follows:
Estimated
Useful life
-----------
Machinery and equipment 5 years
Office equipment 5 years
Valuation of Long-Lived assets
- ------------------------------
The Company annually 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. The Company also re-evaluates the periods of
amortization to determine whether subsequent events and circumstances warrant
revised estimates of useful lives. As of December 31, 2005, the Company expects
these assets to be fully recoverable.
Earnings (Loss) Per Share
- -------------------------
The Company was incorporated in PRC and required to register capital. The
registered capital was denominated in monetary amounts. Units of ownership are
not represented by common stocks or any other similar instruments. As a result,
no earnings per share were calculated for the years ended December 31, 2005 and
2004.
See report of independent registered public accounting firm
11
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2005 and 2004
Note 3 - Supplemental disclosure of cash flow information
No payments for interest expense were made during the years ended December 31,
2005 and 2004, respectively. Income tax payments amounted to $20,887 and $6,248
for the years ended December 31, 2005 and 2004, respectively.
Note 4 - Accounts receivable
Accounts receivable consist of the following at December 31:
2005 2004
---------- ----------
Accounts receivable $ 292,387 $ 233,284
Less: allowance for doubtful accounts 157,129 114,124
---------- ----------
Total: $ 135,258 $ 119,160
========== ==========
Note 5- Related party transactions
Other receivables - related parties
- -----------------------------------
Other receivables from related parties represents amount due from Mr. Wenquan
Yang, CEO of Lucky Star and Beijing Media, and other related companies for
temporary cash flow needs. As of December 31, 2005 and 2004, total receivables
due from related parties were $63,569 and $8,574, respectively.
Other payables - related parties
- --------------------------------
Other payables to related parties represents amount due to Beijing Media and
other related companies for temporary cash flow needs. As of December 31, 2005
and 2004, total payables due to related parties were $58,528 and $158,194,
respectively.
Lease of office
- ---------------
On March 9, 2005, the Company signed an operating lease agreement with Mr.
Wenquan Yang, CEO of Lucky Star and Beijing Media, for the lease of the office
space in Beijing. According to the agreement, the lease payment is approximately
$52,080 per year. The agreement is renewable annually.
Note 6- Equipment
Equipment consists of the following at December 31:
2005 2004
---------- ----------
Machinery and equipment $ 66,074 $ 23,382
Less: accumulated depreciation 8,779 4,140
---------- ----------
Equipment, net $ 57,295 $ 19,242
========== ==========
Depreciation expense for the years ended December 31, 2005 and 2004 was $4,639
and $3,201, respectively.
See report of independent registered public accounting firm
12
BEIJING LUCKY STAR CENTURY ADVERTISEMENT CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2005 and 2004
Note 7- Income taxes
The Company is governed by the Income Tax Law of the People's Republic of China
(PRC) and various local income tax laws (the Income Tax Laws). Under the local
Income Tax laws, the Company generally is subject to income tax at an effective
rate of 33% (30% state income taxes plus 3% local income taxes) on income as
reported in their statutory financial statements after appropriate tax
adjustments.
The Company is also subject to business taxes of 8.0% of its total gross sales.
The Company's business taxes are accounted-for-as a reduction of revenues.
The provision for income taxes for the year ended December 31 consisted of the
following:
2005 2004
---------- ----------
Provision for US income tax $ -- $ --
Provision for China income tax 116,386 --
Provision for China local tax 12,931 --
---------- ----------
Total provision for income taxes $ 129,317 $ --
========== ==========
The following table reconciles the U.S. statutory rates to the Company's
effective tax rate:
2005 2004
---------- ----------
U.S. Statutory rate 34.00% 34.00%
Foreign income not recognized in USA (34.00) (34.00)
China income taxes 33.00 0.00
---------- ----------
Effective income tax rate 33.00% 0.00%
========== ==========
Note 8- Subsequent event
On July 9, 2006, the Company entered into a definitive agreement with the
shareholders of Navstar Media Holdings, Inc. ("Navstar") in which Navstar was to
acquire operational control of Lucky Star. Operational control allows Navstar to
exercise full authority over the operations, governance and employees of Lucky
Star. Pursuant to the Agreement, Navstar agreed to issue up to 2,800,000 shares
of its common stock to existing shareholders of Lucky Star and to invest an
unspecified amount of funds into the operations of Lucky Star. Upon completion
of the share issuance and investment, Navstar will have acquired a 70% ownership
interest in Lucky Star.
See report of independent registered public accounting firm
13