PREMIER DOCUMENT SERVICES, INC.
4001 S. Decatur Blvd., Suite 37-218,
Las Vegas, NV. 89103
INFORMATION STATEMENT
This Information Statement is being mailed on or before November 9, 2005 to
holders of record on October 31, 2005 of shares of common stock ("Common Stock")
of Premier Document Services, Inc., a Nevada corporation (the "Company") in
connection with an anticipated change in the members of the Company's Board of
Directors and Executive Officers and an Amendment to the Company's Articles of
Incorporation changing the name of the Company to Navstar Media Holdings, Inc.
Rule 14f-1 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") requires the
------------
Company to provide prior written notice to its shareholders of the anticipated
change in identity of the members of its Board of Directors not less than ten
(10) days prior to date upon which the new directors are to take office. This
Information Statement is in compliance with said rule.
This Information Statement is being delivered to provide information
regarding anticipated changes in the membership of the Board of Directors of the
Company, and is provided for information purposes only. You are urged to read
this Information Statement carefully. However, no action on your part is sought
or required.
Information on the Company and Agreement and Plan of Merger
The Company was formed in January 2002. The Company, through its
wholly-owned subsidiary, Premier Document Services of Nevada, Inc., a Nevada
corporation, has conducted the business of providing document preparation and
signatory services to mortgage, real estate and other financial services firms.
On October 26, 2005, Premier Document Services, Inc., entered into an Agreement
and Plan of Merger with Navistar Communication Holdings, Ltd., a Hong Kong
corporation. Navistar is the 70% owner of Happy Times Media, Inc. ("Happy
Times"), a People's Republic of China Company. Navistar has a traditional
business model of content production, licensing and distribution in Television
and Film. Happy Times is a TV media content producer in China which has
operated as a private entity since 1998. Happy Times provides content for major
national and regional TV stations, and distributes television series and foreign
movies. It is also generates a portion of its revenues through advertisements,
televised cultural events, corporate communications and exhibitions.
Pursuant to the terms of the Agreement, 100% of the outstanding shares of
Navistar will be exchanged for 10% of the outstanding shares of a subsidiary of
the Registrant. Thereafter, the subsidiary will be merged into the Registrant
and 1,391,932 shares of the Registrant's common stock, constituting 15.75 %
of the total shares outstanding, will be distributed to the previous holders of
Navstar. At the effective date of the merger, the officers and directors of
Navistar will become the officers and directors of the Registrant. A copy of
the amended 8-K Current Report on this transaction is included with this
Information Statement.
It is anticipated that there will be a change in voting control of the
Registrant as a result of the sale of 6,750,000 shares held by Crystal Kim Han
to Navstar beneficial owners for $25,000. At such time the transaction occurs,
the Registrant will file an 8-K Current Report.
Information on Management Changes
Upon consummation of the Merger the members of the Board of Directors of
the Registrant consisted of Crystal Kim Han, Ranny Liang, Don B. Lee and Les
Schecter. On October 27, 2005, Crystal Kim Han appointed the following persons
as officers and directors effective November 23 2005. On the effective date, Ms
Kim Han will resign as a director and as an officer.
Ranny Liang Chairman/Director
Don B. Lee Chief Executive Officer,Chief Financial Officer,
Director
Les Schecter Director
MANAGEMENT OF THE COMPANY
The directors and executive officers of the Company currently serving and
to be serving on the effective date are as follows:
Name Age Positions Held and Tenure
- ---------------------------- --------------------------- -----------------------------------------
Crystal Kim Kan. . . . . . . 43 President, Secretary, Director since 2002
4001 S. Decatur Blvd., resigning November 18, 2005
Suite 37-218, Las Vegas, NV.
Ranny Liang. . . . . . . . . 49 Chairman
Suite 30301, 3rd Fl.
Scitech Place, No. 22
Jianguomenwai Street
Beijing, China 100004
Don B. Lee . . . . . . . . . 46 Director, Chief Executive Officer,
Suite 30301, 3rd Fl. Chief Financial Officer
Scitech Place, No. 22
Jianguomenwai Street
Beijing, China 100004
Les Schecter . . . . . . . . 71 Director
L.S. PUBLIC RELATIONS
244 West 54th Street
New York, NY 10019
Biographical Information
- -------------------------
Ranny Liang, Chairman of Navistar. She formerly served as the General Manager
of The SinoAmerican Times and the Executive Director of Asian Cultural
Enterprises, Inc. where she is responsible for print and TV media program
production. Prior to this position, Ms. Liang was an Account Executive at the
New York Daily Times and a reporter for The World Journal, a major newspaper and
magazine in China. In addition, Ms. Liang was a teacher of Guangzhou College
and at the same time served as a free lance columnist for several major
newspapers and magazines in China. Ms. Liang holds a Bachelor of Arts in
Chinese Literature and Language from The South China Normal University.
Don Lee: CEO of Navistar. Prior to joining Navistar, Mr. Lee held several
positions with Computer Associates International, including Product Manager,
Director of Strategy and Partner Development, Business Development Owner, and
Managing Consultant. Prior to joining Computer Associates, he worked for the
City of New York as the CIO for the NYC Department of Business Services, Senior
Contract Analyst/Mayoral Program Coordinator for the NYC Office of the Mayor
Contracts, Programmer Analyst/Project Planner for the NYC office of the Mayor,
and Auditor/Contract Specialist for the NYC Office of the Mayor. Mr. Lee holds
a Bachelor of Science in Accounting from New York University.
Leslie Schecter, Director,
Les Schecter is president of LS Public Relations, a New York based public
relations agency that specializes in the entertainment industry. Mr. Schecter
has created and executed public relations campaigns on behalf of many Broadway
and Off Broadway productions, television series and specials. He has publicized
more than 30 Broadway, and Off Broadway productions including Irene, starring
Debbie Reynolds; Athol Fugard's Sizwe Banzi Is Dead and The Island; and Oh!
Calcutta!. Mr. Schecter has won two special Emmy Awards for his contributions
in helping to produce and market national primetime Emmy Awards telecasts and
has introduced and publicized many classic public television series, including
Live From Lincoln Center (ten years), Nature (ten years) and American Playhouse
(14 years). He has also supervised the marketing for a number of public
television children's series, among them "The Adventures of Dudley, the Dragon"
and "The Hug-A-Bug Club." Mr. Schecter holds a Bachelor of Science in
Mechanical Engineering from City College of New York and has been a guest
lecturer on theatrical marketing and publicity at New York University.
There are no family relationships between any of the directors or
officers of the Company or its subsidiaries.
The Company has no standing audit, nominating or compensation committees
of the board of directors, or any committees performing similar functions. The
Company's board of directors did not hold any formal meetings during the fiscal
year which ended December 31, 2004.
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (SEC).
Officers, directors, and greater than 10 percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, all reports under Section 16(a) required to be
filed by its officer and director and greater than ten-percent beneficial owners
(Crystal Kim Han) were not timely filed as of the date of this filing.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table shows the stockholdings of all directors and executive
officers of the Company, principal stockholders who own beneficially more
than five percent of the Company's issued and outstanding common stock, and all
directors and officers of the Company as a group as of October 31, 2005, after
giving effect issuance of 1,391,932 shares pursuant to the Merger and the
anticipated sale of shares by the Registrant's current president, based on
7,942,750 shares outstanding at October 31, 2005.
Amount
Title. . . . . . . . . . . . . . . Name and Address of shares Percent
of . . . . . . . . . . . . . . . . of Beneficial held by of
Class. . . . . . . . . . . . . . . Owner of Shares Position Owner Class
- ---------------------------------- ------------------ ---------------- -------- -----
Common . . . . . . . . . . . . . . Crystal Kim Han President, CFO,
Secretary, Director. 0 0%
Ranny Liang. . . . . . . . . . Chairman, Director 1,686,964 18.1%
Don B. Lee . . . . . . . . . . CEO, CFO, 844,789 9.1%
Director
Les Schector . . . . . . . . . Director 12,602 .135%
All Executive Officers as a Group
(Four Persons)
EXECUTIVE COMPENSATION
The following table discloses compensation paid during the fiscal years
ended December 31, 2002, 2003, and 2004 to (i) the Company's Chief Executive
Officer, and (ii) individual(s) who were the only executive officers, other than
the Chief Executive Officer, serving as executive officers at the end of 2002,
2003 and 2004 whose total salary and bonus exceeded $100,000 (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION
POSITION YEAR ($) ($) ($)
- ------------------ ------------ ---------- ------------- ---
Crystal Kim Han. . 2004 3,000 2,050 0
President, CEO . . 2003 0 0 0
2002 0 0 0
STOCK OPTIONS GRANTED IN LAST FISCAL YEAR
During the fiscal years ended December 31, 2004, 2003 and 2002, we did not
grant any options to our Chief Executive Officer. During fiscal 2004, 2003 and
2002, our Chief Executive Officer did not exercise any options.
EMPLOYMENT AGREEMENTS
No such agreement(s) exists between any executive and the Company.
COMPENSATION OF DIRECTORS
Our only director is the current executive officer of our Company. She is
reimbursed for reasonable expenses incurred in connection with attendance at
meetings of the Board and of Committees of the Board; however, she does not
receive any additional compensation for her services as director. Accordingly,
it may be necessary for us to compensate newly appointed directors in order to
attract a quality governance team. At this time the Company has not identified
any specific individuals or candidates nor has it entered into any negotiations
or activities in this regard.
Information on Amendment to the Articles of Incorporation
Changing the Name of the Company
On October 27, 2005 Crystal Kim Han, as the holder of 7,000,000 shares
equal to 88% of the 7,942,750 outstanding shares of the Company's common stock
executed a consent in lieu of meeting of the stockholders of the Company to
amend the Company's articles of incorporation to change the name of the Company
to Navstar Media Holdings Inc. The amendment to the Articles of Incorporation
is to be filed and effective on or before November 23, 2005.
Information on Navistar Communication Holdings, Ltd., and Happy Times Media Inc.
Navistar Communication Holdings, Inc("Navistar") is a Hong Kong-based company,
pursuing its business plan to become a leading content provider and distributor
in the vast media market of the People's Republic of China ("China"). Navistar
has a TV content production team as well as media product distribution team in
Beijing. The Company is pursuing an integrated strategy of vertical control and
horizontal expansion by initially strengthening its own program production and
by distributing high quality self-produced and third party programs across the
TV broadcasting and movie industries and then expanding into traditional and
hi-tech content distributiion to complete the vertical integration. Navistar
believes that it may be among the first non-mainland entities engaged in this
strategy to grow aggressively and effectively benefit from the vast and
lucrative media market in China.
Navistar intends to increase its content production and distribution
capabilities through organic growth and acquisitions. Navistar has formed
strategic alliances and partnerships with key players in the international
programming and media business and in the Chinese domestic media market to allow
it to take a leading position in China.
Existing Operation
- -------------------
Navistar has a successful business model of content production, licensing and
distribution in Television and Film. Its subsidiary, Happy Times Media, Inc.,
is a young and dynamic TV media content producer in China which has operated as
a private entity since 1998. Happy Times provides content for major national
and regional TV stations, and distributes television series and foreign movies.
It is also generates a portion of its revenues through advertisements, televised
cultural events, corporate communications and exhibitions.
The Company generates revenue from the sales and distribution of television
content that it produces; imported programs (TV/film) from third parties in
China and abroad; and sales and distribution of advertisement programs produced
by the company.
In addition, Happy Times provides European content such as TVE British and
Strawberry Films France. Currently, the Company covers nearly 300 Provincial TV
stations throughout the People's Republic of China, China Central TV Stations
(CCTV) and has developed advertising relationships with Electronix, Yanjing
Beer, CRL. Future potential customers include major TV/Film content providers
such as TNT, TBS, NBC, HBO etc.
Strategic Partners
- -------------------
The Company has entered into partnership or alliances with several key local and
international media partners:
- - CCTV, the central TV owned by the central government, providing
programming for the children's channel.
- - CCTV Movie Column, to purchase the time slot and advertising rights.
- - Shandong TV Station, co-production arrangement.
- - Miramax, distribution cooperation in China and cooperation for future
direct distribution collaboration in China.
The Chinese media market currently only offers limited accesss to foreign direct
involvement, particularly in TV channel operations. Only News Corp. and AOL Time
Warner have been granted extremely limited access in Guangzhou area for
operating TV channels, without being able to participate in the operation of a
channel or the production of programming in other places in China. China has not
made any promise of opening up its media market under the terms of its entry
into the World Trade Organization ("WTO"), although there are signs that the
media market will eventually open up within the next decade or so. However, the
current closed nature of the Chinese media market provides Navistar with a
unique opportunity to expand and grow before the market opens up completely
eventually.
Navistar will have the benefit of veterans of the TV and media industry in
China. The top and local management team consists of executives with great
industry experience and governmental relationship backgrounds as well as
executives who have extensive experience in the U.S. media market. These people
bring to the Company the expertise and relationships in growing the business and
maintaining appropriate government relationship.
PRODUCTS AND SERVICES
Content Production
- -------------------
Navistar's content production is performed at the Happy Times Production Center
("Production Center") in Beijing. Its capabilities include film creation, scene
filming and post-production. Currently, it produces approximately 20 different
TV programs for CCTV, BTV, MTV and several other major TV channels in China. In
addition to TV programs, the Production Center has produced a large number of TV
advertisements, product promotion programming and related public relations
services for world brands such as Electrolux, Epson, and Xian-Janssen. The
Production Center is run by a creative and professional production team and its
advanced post visual/audio production equipment system enables Happy Times to
provide integrated service for its clients including screen shoot, broadcasting
and post visual/audio production.
The Production Center is capable of performing the following functions:
-Integrated operation of TV programs
-TV advertising program creation and production
-Production of company image promotional programs
-Product service promotion programs
-Training and management programs
-Dubbing and editing of international TV programs
-2D/3D design and production
-Planning, creation and production for digital multi-media shows
-Disc duplication and compressed format of VCD/DVD
A description of some of the programming that is currently under production by
Happy Times is presented below:
Chinese City Files - A 100 episode documentary on Chinese urban cultures,
co-produced with CCTV;
China-Food - A nine episode documentary on Chinese recipes and cooking that was
a top winner of "Spring Swallow Cup" in China, co-produced with BTV;
Ever Bright Road - A documentary series that celebrates 20 years of Chinese
reform and openness to the outside world, co-produced with BTV;
Life Message - A short Television program co-produced with CCTV, Life Channel;
Auto Dictionary -A program in the "Walking into Science" syndicated show
,co-produced with CCTV
Extraordinary Journey - a weekly educational broadcasting program co-produced
with CCTV Youth Center;
Our Home - A 50 episode environmental protection documentary, co-operated with
TVE and WWF;
Earth Reports - A weekly large scale global environment protection
documentary,co-operated with TVE and Lenovo Internet Co.;
Healthy People- A mini-series documentary about Chinese traditional medicine in
the 21st Century ,produced under authorization from WWF;
Coal Bed Firedamp - A TV documentary series on mining in China, produced under
authorization of UNDP.
Green Village - A weekly documentary about environmental protection released by
the Children's Environment Program, co-produced with CCTV Youth Center;
TV Prose - A mini-series TV program about art and culture in China, co-operated
with CCTV Local Art Channel;
Travel Guidance - A daily television broadcast documentary about travel
,co-operated with CCTV -For Your Service;
Transient World - A weekly television broadcasting entertainment program,
co-operated with CCTV;
Life's Garden - A 100-episode children safety educational documentary,
co-operated with CCTV;
Open Sesame - Science Around You - a daily broadcasting program on popular
science knowledge for children ( CCTV-1);
Continent Glance - A weekly broadly focused TV series on people, culture and
customs, co-operated with State Council News Office & Continent Media Promotion
Center;
Economy and Law - A mini-series program about the legal system in China,
co-operated with CCTV-2;
Happy Touch - A daily tutoring program, co-operated with CCTV-7;
Surprising & Farce Variety - A daily 20-minute ntertainment TV program,
co-operated with Da Ye Media Company of People's Daily.
Other projects include program planning for Sister's Look, Internet Dairy and
other MTV programs; Production of program promotional pieces. Advertising
programs, promotional programs and informational programs produced for Epson,
Electrolux, Century Internet, Xian-Janssen, China Broadcast and TV Newspaper and
other companies or units.
Distribution and Trading
- --------------------------
In addition to content production personnel, The Company also has an experienced
distribution and program trading team. It not only distributes and trades in
its own proprietary content and programs but distributes content and programing
for third parties. The Company anticipates that it can gain a strong market
presence by maintaining a strong focus on growing its third party distribution
network
Distribution Center
- --------------------
The Company has a Distribution Center ("Distribution Center") for media and
audio-visual products. Based on quantities of acclaiming programs from audience
and a professional distribution team, the Company has established an extensive
distribution network covering 30 provinces and more than 300 cities on mainland
China. The Distribution Center is committed to providing services for clients in
the areas of program market research, integrative sales planning, program
information release and audience rating analysis.
A summary of the major distributions of the Company include the following:
Our Home- 1999, a 50 episode documentary series on environmental protection.
Our Home was acquired by and is exclusively owned by Happy Times and is
broadcasted in CCTV and 38 local TV stations;
Earth Reports, 2000, a 52 episode, large scale global environment & protection
information documentary from TVE. This documentary was formerly broadcasted in
CCTV & 113 local TV stations;
Around the World, 2002, 40 episode German documentary . All rights of Around
the World including TV& Video rights were exclusively acquired by Happy Times
Jungle, 2003, 52 episode French documentary that focuses on environmental
protection and adventure. This documentary has a 17% audience share rating in
Europe. This documentary is licensed by Happy Times.
Commonwealth Advertisement, 2002, 40 episode series broadcasted on CCTV and over
20 local TV stations of large and medium-sized cities.
Outstanding Chinese Around the World, 2002 52 episode large scale documentary
series on ethnic Chinese celebraties around the world, which was aired on 78 TV
stations.
Hellos, World Cup Entertainment Evening Show, 2002, miniseries on soccor ,
telecasted on CCTV& over 80 local stations.
Image China, 2002-2003, a 260 episode Society and History series, telecasted on
over 80 TV stations.
World Today; World Survey, 2004, a mini-series on world news , telecasted on
CCTV and approximately 100 local TV stations.
Program Trading Center
- ------------------------
Navistar's program trading center ("Trading Center") is focused on exploring the
film and TV programs' copyright transaction business. Navistar's goal is to
become a mainstream integrative content supplier to cinemas, cable/wireless TV
stations, pay TV channels, as well as providing content for broadband, streaming
media, audio publication and book publication. A cooperative relationship with
domestic and international content providers has been established to ensure a
supply of product. New opportunities are being explored.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
November 8, 2005