UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A

                                 Amendment No. 1

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   (Mark One)

       |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2007

                                       OR

     |_| 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 or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                         26, Chaowai Road, Suite A2205,
                    Chaoyang District, Beijing, 100020, China
                    -----------------------------------------
               (Address of principal executive offices) (Zip Code)


                               Phone: 630-946-4362
                                Fax: 630-637-6920
                           (Issuer's telephone number)


    Securities registered pursuant to Section 12(b) of the Exchange Act: None

   Securities registered pursuant to Section 12(g) of the Exchange Act:
                         Common stock, $0.001 Par Value


Check whether the issuer is not required to file reports pursuant to Section 13
or Section 15(d) of the Exchange Act. |_|

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The issuer's revenues for the fiscal year ended December 31, 2007 were $0.

The aggregate market value of the voting and non-voting common equity held by
non affiliates computed by reference to the price at which the common equity was
last sold as of the last business day of the registrant's most recently
completed fiscal year-end (December 31, 2007) is $2,158,449 based upon the
closing sale price of $0.08 per share on December 31, 2007.

As of December 31, 2007, there were 26,980,609 shares of our common stock issued
and outstanding.

Transitional Small Business Disclosure Format: Yes: [ ] No: |X|


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EXPLANATORY NOTE

We are filing this Form 10-KSB/A (the "Amended Filing") to amend our Form 10-KSB
for the year ended December 31, 2007, originally filed with the Securities and
Exchange Commission on April 22, 2008 (the "Original Filing"), to correct errors
in Part II, Item 8A, Controls and Procedures, Item 8A(T) Management's Report on
Assessment of Internal Control Over Financial Reporting.

The Amended Filing is limited in scope to such items and does not amend, update,
or change any other items or disclosures contained in the Original Filing.
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 Filing.

                                     PART II

ITEM 8A. CONTROLS AND PROCEDURES

ITEM 8A(T) Management's Report on Assessment of Internal Control Over Financial
Reporting

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports that
it files or submits under the Securities Exchange Act of 1934 (the "Exchange
Act") is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and that
such information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.

As of December 2007, the Company carried out an evaluation, with the
participation of management, including its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(b). Based upon this evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of December 31, 2007
because of the material weaknesses disclosed below in "Management's Report on
Internal Control over Financial Reporting."

In light of these material weaknesses, the Company performs additional analyses
and other pre-and post-closing procedures to ensure that our consolidated
financial statements are presented fairly in all material respects in accordance
with generally accepted accounting principles in the United States. These
procedures include monthly business reviews led by our Chief Executive Officer
and monthly operating and financial statement reviews by various levels of our
management team, including our executive officers. Accordingly, management
believes that the consolidated financial statements and schedules included in
this Form 10-KSB fairly present in all material respects our financial position,
results of operations and cash flows for the periods presented.

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Management's Report on Internal Control over Financial Reporting
----------------------------------------------------------------

Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Exchange Act Rule 13a-15(f). The
Company's internal control over financial reporting is designed to provide
reasonable assurance concerning the reliability of financial data used in the
preparation of our financial statements. All internal control systems, no matter
how well designed, have inherent limitations and may not prevent or detect
misstatements. Controls considered to be operating effectively in one period may
become inadequate in future periods because of changes in conditions or
deterioration in the degree of compliance with policies or procedures.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of December 31, 2007 using the criteria described in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. As a result of our assessment, our
Management has identified one material weakness, as described below, and
therefore has concluded that our internal control over financial reporting were
not effective as of December 31, 2007.

A material weakness is defined within the Public Company Accounting Oversight
Board's Auditing Standard No. 2 as a control deficiency or combination of
control deficiencies that results in a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

In the process of its assessment, our management identified the following
material weaknesses in our internal control over financial reporting:

     1.   Accounting and Finance Personnel Weaknesses -- The operation of the
          Chinese subsidiaries is in China, hence the presentation of their
          financial statements does not fully comply with the US GAAP. The
          Company had insufficient resources to perform the accounting and
          financial reporting functions and such resources lacked the
          appropriate level of accounting knowledge, experience and training in
          the application of accounting principles generally accepted in the
          United States of America and were inadequately supervised. The lack of
          sufficient and adequately trained accounting and finance personnel
          resulted in an ineffective segregation of duties relative to key
          financial reporting functions.

     2.   In general, the Company lacks sufficient accounting personnel and an
          operating accounting department.

Since December 2005, the Company has tested the internal control structure and
has identified several controls, including those controls listed above, as
material weaknesses that require further remediation. The Company will continue
the implementation of policies, processes and procedures regarding the review of
complex, non-routine transactions and the hiring of additional accounting
personnel.

Management believes that the controls and procedures will continue to improve as
a result of the further implementation of these measures.

The Company's management has identified the steps necessary to address the
material weaknesses existing as of December 31, 2007 described above, as
follows:

1. Hiring additional accounting and operations personnel and engaging outside
contractors with technical accounting expertise, as needed, and reorganizing the
accounting and finance department to ensure that accounting personnel with
adequate experience, skills and knowledge relating to complex, non-routine
transactions are directly involved in the review and accounting evaluation of
our complex, non-routine transactions;

2. Involving both internal accounting and operations personnel and outside
contractors with technical accounting expertise, as needed, early in the
evaluation of a complex, non-routine transaction to obtain additional guidance
as to the application of generally accepted accounting principles to such a
proposed transaction;

3. Documenting standards established by senior accounting personnel and the
principal accounting officer for the review, analysis and related conclusions
with respect to complex, non-routine transactions;

4. Requiring senior accounting personnel and the principal accounting officer to
review complex, non-routine transactions to evaluate and approve the accounting
treatment for such transactions;.

5. Interviewing prospective new Directors for our Board including a member who
is appropriately credentialed as a financial expert with a goal to establish
both Audit and Compensation committees, as well as sufficient independent
Directors; and

6. Evaluating the internal audit function in relation to the Company's financial
resources and requirements.

                                        3

<PAGE>

This annual report does not include an attestation report of our Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit our Company to provide only management's
report in this annual report.

There was no change in our internal control over financial reporting during the
year ended December 31, 2007 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting,
other than commencing the remediation measures which are described above. While
we believe the remediation measures have materially affected our internal
control over financial reporting, they have not yet been completed to
sufficiently eliminate the material weaknesses identified above.





                                       4
<PAGE>



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                          NAVSTAR MEDIA HOLDINGS, INC.
                                  (Registrant)

By: /s/ Yanbin Wang
    ---------------
(Yanbin Wang, Chief Executive Officer,
Principal Executive Officer)
Dated: February 2, 2009

By: /s/ Xiuzhen Qiao
    ----------------
Xiuzhen Qiao, Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: February 2, 2009






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