Jupiter 10Q
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10QSB
[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
quarterly period ended June 30, 2005
[
]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For the transition period from _________ to ____________
Commission
File No. 000-27233
JUPITER
GLOBAL HOLDINGS, CORP.
(Exact
name of Registrant as specified in its charter)
NEVADA
|
98-0204736
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
62
W. 8th
Avenue, 4th
Floor
Vancouver,
British Columbia, Canada
|
V5Y
1M7
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number, including area code: (604)
682-6541
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 ( )
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the last practicable date.
Class
|
Outstanding
as of June 30, 2005
|
$0.0001
par value Common Stock
|
856,372,406
|
Transitional
Small Business Disclosure Format (check one): Yes [ ] No [ X ]
PART
1 - FINANCIAL INFORMATION
Item
1. Financial
Statements
The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position
have
been included and all such adjustments are of a normal recurring nature.
Operating results for the three months ended June 2005 are not necessarily
indicative of the results that can be expected for the year ending December
31,
2005.
JUPITER
GLOBAL HOLDINGS CORP.
(Formerly
LIVESTAR Entertainment Group Inc.)
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
2
JUPITER
GLOBAL HOLDINGS CORP.
(Formerly
LIVESTAR Entertainment Group Inc.)
INTERIM
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Stated
in U.S. Dollars)
|
|
JUNE
30
|
|
DECEMBER
31
|
|
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
|
$
|
31,753
|
|
|
|
|
$
|
8,240
|
|
Goods
and Services Tax recoverable
|
|
|
|
|
|
11,470
|
|
|
|
|
|
3,757
|
|
Prepaid
expense, advances and other
|
|
|
|
|
|
17,285
|
|
|
|
|
|
8,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,508
|
|
|
|
|
|
20,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
(Note 5)
|
|
|
|
|
|
638,000
|
|
|
|
|
|
-
|
|
Capital
Assets
|
|
|
|
|
|
2,694
|
|
|
|
|
|
5,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
701,202
|
|
|
|
|
$
|
26,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
|
|
|
$
|
2,108,153
|
|
|
|
|
$
|
2,306,523
|
|
Loans
and advances payable (Note 4)
|
|
|
|
|
|
693,532
|
|
|
|
|
|
738,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,801,685
|
|
|
|
|
|
3,045,104
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000,000
common shares, par value $0.0001 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000,000
preferred shares, par value $0.0001 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
and outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
856,372,406
common shares at June 30, 2005 and 27,569,925 at December 31,
2004
|
|
|
|
|
|
85,638
|
|
|
|
|
|
2,757
|
|
80,060,000
series B preferred shares and 1 Series A preferred share at June
30, 2005,
and December 31, 2004
|
|
|
|
|
|
8,006
|
|
|
|
|
|
8,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
|
|
|
9,180,232
|
|
|
|
|
|
5,818,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
(11,374,359
|
)
|
|
|
|
|
(8,847,847
|
)
|
|
|
|
|
|
|
(2,100,483
|
)
|
|
|
|
|
(3,018,639
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
701,202
|
|
|
|
|
$
|
26,465
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
JUPITER
GLOBAL HOLDINGS CORP.
(Formerly
LIVESTAR Entertainment Group Inc.)
INTERIM
CONSOLIDATED STATEMENTS
OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated
in U.S. Dollars)
|
|
THREE
MONTHS ENDED
|
|
SIX
MONTHS ENDED
|
|
|
|
JUNE
30
|
|
JUNE
30
|
|
|
|
2005
|
|
2004
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
$
|
10,023
|
|
$
|
113,219
|
|
|
|
|
$
|
10,078
|
|
$
|
171,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
services
|
|
|
|
|
|
10,147
|
|
|
5,616
|
|
|
|
|
|
18,549
|
|
|
6,672
|
|
Amortization
|
|
|
|
|
|
420
|
|
|
851
|
|
|
|
|
|
3,278
|
|
|
1,440
|
|
Business
development
|
|
|
|
|
|
-
|
|
|
422,503
|
|
|
|
|
|
-
|
|
|
422,503
|
|
Consulting
|
|
|
|
|
|
151,677
|
|
|
248,108
|
|
|
|
|
|
355,917
|
|
|
352,548
|
|
Equipment
leases
|
|
|
|
|
|
-
|
|
|
2,065
|
|
|
|
|
|
-
|
|
|
11,466
|
|
Foreign
exchange
gain
|
|
|
|
|
|
(8,925
|
)
|
|
-
|
|
|
|
|
|
(13,509
|
)
|
|
-
|
|
Investor
relations
|
|
|
|
|
|
177
|
|
|
11,693
|
|
|
|
|
|
9,525
|
|
|
11,693
|
|
Marketing
|
|
|
|
|
|
-
|
|
|
11,339
|
|
|
|
|
|
1,550
|
|
|
18,639
|
|
Media
design
|
|
|
|
|
|
-
|
|
|
993
|
|
|
|
|
|
-
|
|
|
2,164
|
|
Night
club operating costs
|
|
|
|
|
|
-
|
|
|
120,714
|
|
|
|
|
|
-
|
|
|
120,714
|
|
Office,
rent and sundry
|
|
|
|
|
|
38,098
|
|
|
41,802
|
|
|
|
|
|
150,564
|
|
|
70,610
|
|
Professional
fees
|
|
|
|
|
|
27,604
|
|
|
79,440
|
|
|
|
|
|
85,434
|
|
|
116,517
|
|
Software
development
|
|
|
|
|
|
-
|
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
Travel
|
|
|
|
|
|
3,539
|
|
|
22,335
|
|
|
|
|
|
20,534
|
|
|
45,929
|
|
Wages
and benefits
|
|
|
|
|
|
1,707,641
|
|
|
117,146
|
|
|
|
|
|
1,904,748
|
|
|
235,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,930,378
|
|
|
1,084,605
|
|
|
|
|
|
2,536,590
|
|
|
1,415,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
Before The Following
|
|
|
|
|
|
(1,920,355
|
)
|
|
(971,386
|
)
|
|
|
|
|
(2,526,512
|
)
|
|
(1,244,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
in Excess of Equity in Subsidiary
|
|
|
|
|
|
16
|
|
|
-
|
|
|
|
|
|
453
|
|
|
-
|
|
Minority
Interest In Loss Of Subsidiary
|
|
|
|
|
|
(16
|
)
|
|
-
|
|
|
|
|
|
(453
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss For The Period
|
|
|
|
|
$
|
(1,920,355
|
)
|
$
|
(971,386
|
)
|
|
|
|
$
|
(2,526,512
|
)
|
$
|
(1,244,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these
consolidated financial statements.
JUPITER
GLOBAL HOLDINGS CORP.
(Formerly
LIVESTAR Entertainment Group Inc.)
INTERIM
CONSOLIDATED STATEMENTS
OF OPERATIONS AND DEFICIT (Continued)
(Unaudited)
(Stated
in U.S. Dollars)
|
|
THREE
MONTHS ENDED
|
|
SIX
MONTHS ENDED
|
|
|
|
JUNE
30
|
|
JUNE
30
|
|
|
|
2005
|
|
2004
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Share,
Basic and diluted
|
|
|
|
|
$
|
(0.01
|
)
|
|
(4,455.90
|
)
|
|
|
|
$
|
(0.01
|
)
|
|
(6,876.69
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number Of Common Shares Outstanding
|
|
|
|
|
|
413,321,859
|
|
|
218
|
|
|
|
|
|
276,353,268
|
|
|
181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
JUPITER
GLOBAL HOLDINGS CORP.
(Formerly
LIVESTAR Entertainment Group Inc.)
INTERIM
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Unaudited)
(Stated
in U.S. Dollars)
|
|
THREE
MONTHS ENDED
|
|
SIX
MONTHS ENDED
|
|
|
|
JUNE
30
|
|
JUNE
30
|
|
|
|
2005
|
|
2004
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
for the period
|
|
|
|
|
$
|
(1,920,355
|
)
|
|
|
|
$
|
(971,386
|
)
|
|
|
|
$
|
(2,526,512
|
)
|
|
|
|
$
|
(1,244,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
To Reconcile Net Loss To Net Cash Used By Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
|
|
|
420
|
|
|
|
|
|
851
|
|
|
|
|
|
3,278
|
|
|
|
|
|
1,440
|
|
Stock
based compensation
|
|
|
|
|
|
1,299,000
|
|
|
|
|
|
51,339
|
|
|
|
|
|
1,468,800
|
|
|
|
|
|
96,117
|
|
Issue
of common stock for expenses
|
|
|
|
|
|
-
|
|
|
|
|
|
182,500
|
|
|
|
|
|
30,905
|
|
|
|
|
|
182,500
|
|
Beneficial
Conversion feature of convertible notes recorded as interest
expense
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
81,250
|
|
|
|
|
|
-
|
|
Accounts
receivable
|
|
|
|
|
|
-
|
|
|
|
|
|
3,760
|
|
|
|
|
|
-
|
|
|
|
|
|
(820
|
)
|
Goods
and Services Tax recoverable
|
|
|
|
|
|
(4,770
|
)
|
|
|
|
|
3,904
|
|
|
|
|
|
(7,713
|
)
|
|
|
|
|
2,637
|
|
Prepaid
expense, advances and other
|
|
|
|
|
|
17,277
|
|
|
|
|
|
(70,868
|
)
|
|
|
|
|
(389
|
)
|
|
|
|
|
(77,807
|
)
|
Inventory
|
|
|
|
|
|
-
|
|
|
|
|
|
(10,072
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(10,072
|
)
|
Accounts
payable and accrued liabilities
|
|
|
|
|
|
335,304
|
|
|
|
|
|
(23,806
|
)
|
|
|
|
|
503,557
|
|
|
|
|
|
2,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(273,124
|
)
|
|
|
|
|
(833,778
|
)
|
|
|
|
|
(446,824
|
)
|
|
|
|
|
(1,048,424
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
in Venture Companies
|
|
|
|
|
|
(50,000
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(50,000
|
)
|
|
|
|
|
-
|
|
Purchase
of capital assets
|
|
|
|
|
|
-
|
|
|
|
|
|
(12,085
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(12,452
|
)
|
Advances
receivable
|
|
|
|
|
|
-
|
|
|
|
|
|
399,198
|
|
|
|
|
|
-
|
|
|
|
|
|
281,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(50,000
|
)
|
|
|
|
|
387,113
|
|
|
|
|
|
(50,000
|
)
|
|
|
|
|
268,767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
and advances payable
|
|
|
|
|
|
(98,365
|
)
|
|
|
|
|
81,828
|
|
|
|
|
|
(41,148
|
)
|
|
|
|
|
171,481
|
|
Shares
issued for cash
|
|
|
|
|
|
454,495
|
|
|
|
|
|
290,923
|
|
|
|
|
|
561,485
|
|
|
|
|
|
558,446
|
|
Share
subscriptions received
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
356,130
|
|
|
|
|
|
372,751
|
|
|
|
|
|
520,337
|
|
|
|
|
|
729,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) In Cash
|
|
|
|
|
|
33,006
|
|
|
|
|
|
(73,914
|
)
|
|
|
|
|
23,513
|
|
|
|
|
|
(49,730
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Bank
Indebtedness) Cash,
Beginning Of Period
|
|
|
|
|
|
(1,253
|
)
|
|
|
|
|
39,076
|
|
|
|
|
|
8,240
|
|
|
|
|
|
14,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
(Bank Indebtedness), End Of Period
|
|
|
|
|
$
|
31,753
|
|
|
|
|
$
|
(34,838
|
)
|
|
|
|
$
|
31,753
|
|
|
|
|
$
|
(34,838
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Non Cash Financing and Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
issued for acquisition of investments
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
420,000
|
|
|
|
|
$
|
-
|
|
Shares
issued for debt
|
|
|
|
|
|
-
|
|
|
|
|
|
204,000
|
|
|
|
|
|
118,721
|
|
|
|
|
|
204,000
|
|
Shares
issued for acquisition of investments
|
|
|
|
|
|
588,000
|
|
|
|
|
|
-
|
|
|
|
|
|
588,000
|
|
|
|
|
|
-
|
|
Shares
issued for deposit towards acquisition of investments
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
840,000
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Paid
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
Income
Taxes Paid
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
The
unaudited consolidated financial statements as of June 30, 2005 included
herein
have been prepared without audit pursuant to the rules and regulations of
the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with United
States of America generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. It is suggested that these
consolidated financial statements be read in conjunction with the December
31,
2004 audited consolidated financial statements and notes thereto.
2.
|
STOCK
OPTIONS AND WARRANTS
OUTSTANDING
|
a) Stock
options
As
at
June 30, 2005, options were outstanding for the purchase of common shares
as
follows:
NUMBER
OF
SHARES
|
|
PRICE
PER
SHARE
|
|
EXPIRY
DATE
|
|
|
|
|
|
356,250
|
|
|
0.0090
|
|
November
20, 2014
|
10,871,625
|
|
|
0.0110
|
|
November
29, 2014
|
7,877,925
|
|
|
0.0290
|
|
February
17,2015
|
91,078,825
|
|
|
0.0011
|
|
June
7, 2015
|
|
|
|
|
|
|
110,184,625
|
|
|
|
|
|
|
|
|
|
|
|
In
accordance with the vesting provisions of these agreements, 110,184,625 stock
options are exercisable at June 30, 2005.
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
2.
|
STOCK
OPTIONS AND WARRANTS OUTSTANDING
(cont.)
|
A
summary
of the changes in stock options for the period ended June 30, 2005 is presented
below:
|
|
NUMBER
OF
OPTIONS
|
|
GRANT
DATE
WEIGHTED
AVERAGE
EXERCISE
PRICE
|
|
|
|
|
|
|
|
Balance,
December 31, 2002
|
|
|
14
|
|
|
|
|
$
|
320,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
34
|
|
|
|
|
|
14,209
|
|
Exercised
|
|
|
(31
|
)
|
|
|
|
|
(14,697
|
)
|
Expired
/ Cancelled
|
|
|
(10
|
)
|
|
|
|
|
(368,000
|
)
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2003
|
|
|
7
|
|
|
|
|
$
|
126,215
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
51,076,534
|
|
|
|
|
|
0.070
|
|
Exercised
|
|
|
(12,356,802
|
)
|
|
|
|
|
(0.239
|
)
|
Expired
/ Cancelled
|
|
|
(1,060,137
|
)
|
|
|
|
|
(0.617
|
)
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2004
|
|
|
37,659,602
|
|
|
|
|
$
|
0.021
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
910,000,000
|
|
|
|
|
|
0.002
|
|
Exercised
|
|
|
(677,474,975
|
)
|
|
|
|
|
0.002
|
|
Expired
/ Cancelled
|
|
|
(160,000,002
|
)
|
|
|
|
|
0.004
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2005
|
|
|
110,184,625
|
|
|
|
|
$
|
0.002
|
|
|
|
|
|
|
|
|
|
|
|
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
2.
|
STOCK
OPTIONS AND WARRANTS OUTSTANDING
(cont.)
|
b) Share
Purchase Warrants
As
at
June 30, 2005, share purchase warrants were outstanding for the purchase
of
common shares as follows:
NUMBER
OF
SHARES
|
|
PRICE
PER
SHARE
|
|
EXPIRY
DATE
|
|
|
|
|
|
|
|
1
|
|
$
|
20,000
|
|
|
May
28, 2006
|
|
2
|
|
$
|
50,000
|
|
|
July
15, 2005
|
|
2
|
|
$
|
100,000
|
|
|
July
15, 2005
|
|
2
|
|
$
|
6,000,000
|
|
|
September
17, 2006
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
shares above underlie a total of 7 warrants and they expire between July
15,
2005 and September 17, 2006.
A
summary
of the changes in share purchase warrants for the year ended June 30, 2005
is
presented below:
|
|
NUMBER
OF
SHARES
|
|
WEIGHTED
AVERAGE
EXERCISE
PRICE
|
|
|
|
|
|
|
|
Balance,
December 31, 2001
|
|
|
24
|
|
|
|
|
$
|
1,208,333
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
20
|
|
|
|
|
|
488,000
|
|
Exercised
|
|
|
(2
|
)
|
|
|
|
|
(400,000
|
)
|
Cancelled
|
|
|
(1
|
)
|
|
|
|
|
(120,000
|
)
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2002
|
|
|
41
|
|
|
|
|
$
|
922,927
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2003
|
|
|
42
|
|
|
|
|
$
|
901,429
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(20
|
)
|
|
|
|
|
(810,000
|
)
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2004
|
|
|
22
|
|
|
|
|
$
|
984,545
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(15
|
)
|
|
|
|
|
622,667
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2005
|
|
|
7
|
|
|
|
|
$
|
1,760,000
|
|
|
|
|
|
|
|
|
|
|
|
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
3.
|
STOCK
BASED COMPENSATION
|
During
the period ended June 30, 2005, the Company granted stock options to officers
and employees to acquire up to 910,000,000 shares of common stock at a weighted
average exercise prices of $0.002 per share, expiring up to June 2015. All
of
these options vest immediately.
The
fair
value of the options granted during the period was estimated at the date
of
grant using the Black-Scholes option pricing model with the following
assumptions: risk free interest rate of 2.60%, expected volatility ranging
from
50% to 166%, an expected option life of 8 weeks, and no expected dividends.
Had
the Company determined compensation cost based on the fair value at the date
of
grant for its employees stock options, the net loss would have increased
by
$326,252 for the period ended June 30, 2005. During the period ended June
30,
2005, the Company recognized stock based compensation for the intrinsic value
of
employee awards in the amount of $1,497,545.
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Net
loss, as reported
|
|
|
|
|
$
|
(2,526,512
|
)
|
|
|
|
$
|
(1,244,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add:
Stock based compensation expense included in net loss, as
reported
|
|
|
|
|
|
1,497,545
|
|
|
|
|
|
96,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduct:
Stock based compensation expense determined under fair value
method
|
|
|
|
|
|
(1,823,797
|
)
|
|
|
|
|
(248,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, pro-forma
|
|
|
|
|
$
|
(2,852,764
|
)
|
|
|
|
$
|
(1,397,024
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share (basic and diluted), as reported
|
|
|
|
|
$
|
(0.01
|
)
|
|
|
|
$
|
(6,876.69
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share (basic and diluted), pro-forma
|
|
|
|
|
$
|
(0.01
|
)
|
|
|
|
$
|
(7,718.36
|
)
|
|
|
|
|
|
|
|
|
|
|
|
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
4.
|
LOANS
AND ADVANCES PAYABLE
|
All
loans
and advances payable are past due or are repayable within one year and are
unsecured. As at the period ended JUNE 30, 2005, loans and advances consisted
of:
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Convertible
Loans & Advances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
past due
|
|
|
|
|
$
|
451,904
|
|
|
|
|
$
|
285,788
|
|
-
due within one year
|
|
|
|
|
|
158,892
|
|
|
|
|
|
226,576
|
|
|
|
|
|
|
|
|
|
|
|
|
Non
Convertible Loans & Advances
|
|
|
|
|
|
82,736
|
|
|
|
|
|
226,217
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Loans & Advances Payable
|
|
|
|
|
$
|
693,532
|
|
|
|
|
$
|
738,581
|
|
|
|
|
|
|
|
|
|
|
|
|
The
past
due convertible loans and advances were issued in the years ended December
31,
2004, 2002 and 2001. They are now past due. The holders have not demanded
payment. The amounts are non-interest bearing and are convertible at the
option
of the holder.
|
a)
|
Of
the Loans and Advances that are not convertible into Common Stock,
additional details have been listed
below:
|
|
|
2005
|
|
2004
|
|
|
|
AMOUNT
|
|
AMOUNT
|
|
|
|
|
|
|
|
Bears
no interest
|
|
|
|
|
$
|
466
|
|
|
|
|
$
|
81,385
|
|
Bears
no interest, with Loan fee of $10,500
|
|
|
|
|
|
60,500
|
|
|
|
|
|
65,500
|
|
Bears
an interest rate of 10% and with loan fees of $6,000
|
|
|
|
|
|
-
|
|
|
|
|
|
62,000
|
|
Accrued
Loan Fees on Convertible Debt
|
|
|
|
|
|
12,100
|
|
|
|
|
|
13,100
|
|
Accrued
Interest to be paid on Convertible Debt
|
|
|
|
|
|
9,670
|
|
|
|
|
|
4,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Loan & Advances Payable - non convertible
|
|
|
|
|
$
|
82,736
|
|
|
|
|
$
|
226,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
4.
|
LOANS
AND ADVANCES PAYABLE
(cont.)
|
|
b)
|
All
of the Loans and Advances convertible into Common Stock are convertible
only at the option of the holder. Additional details are listed
below:
|
|
|
2005
|
|
2004
|
|
|
|
AMOUNT
|
|
AMOUNT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
at a rate to be agreed between the Company and the holder within
48 hrs of
holder’s request for conversion, bears interest rate of 5%
|
|
|
|
|
$
|
102,000
|
|
|
|
|
$
|
102,000
|
|
Convertible
at a rate to be agreed between the Company and the holder within
48 hrs of
request for conversion, bears no interest rate
|
|
|
|
|
|
118,392
|
|
|
|
|
|
114,500
|
|
Convertible
at a rate to be mutually agreed between the Company and the holder,
bears
no interest rate
|
|
|
|
|
|
10,076
|
|
|
|
|
|
10,076
|
|
Convertible
at $0.02 per share, bears no interest
|
|
|
|
|
|
1,819
|
|
|
|
|
|
1,855
|
|
Convertible
at $0.12 per share, bears no interest
|
|
|
|
|
|
12,241
|
|
|
|
|
|
12,479
|
|
Convertible
after June 30, 2006 at $0.02 per share, bears no interest
|
|
|
|
|
|
156,658
|
|
|
|
|
|
160,796
|
|
Convertible
after June 30, 2006 at $0.05 per share, bears no interest
|
|
|
|
|
|
109,611
|
|
|
|
|
|
110,658
|
|
Convertible
at Feb 16, 2005 at $0.016 per share, bears 8% interest
|
|
|
|
|
|
100,000
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
loans and advances
|
|
|
|
|
$
|
610,797
|
|
|
|
|
$
|
512,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b)
$338,192 of the convertible loans and advances are due to related
parties.
|
The
fair
value of the convertible notes and advances at JUNE 30, 2005, and December
31,
2004 is not determinable due to uncertainties relating to the timing and
nature
of eventual settlement.
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
4.
|
LOANS
AND ADVANCES PAYABLE
(cont.)
|
c) Emerging
Issues Task Force Release Nos. 98-5 and 00-27 state that any embedded beneficial
conversion features present in convertible securities should be valued
separately at issuance. The embedded beneficial conversion feature should
be
recognized and measured by allocating a portion of the proceeds equal to
the
intrinsic value of that feature to additional paid-in capital. That amount
should be calculated at the commitment date as the difference between the
effective conversion price and the fair value of the common stock or other
securities into which the security is convertible, multiplied by the number
of
shares into which the security is convertible. The Emerging Issues Task Force
observed that in certain circumstances, the intrinsic value of the beneficial
conversion feature may be greater than the proceeds allocated to the convertible
instrument. In those situations, the amount of the discount assigned to the
beneficial conversion feature is limited to the amount of the proceeds allocated
to the convertible instrument. For convertible instruments that have a stated
redemption date (such as term debt) the discount resulting from recording
a
beneficial conversion option should be accreted from the date of issuance
to the
stated redemption date of the convertible instrument. In the event of early
conversion or default, the remaining discount would be recognized as interest
expense during the period in which such early conversion or default
occurs.
5. CONTINGENCIES
During
the course of its development efforts, the Company has been exposed to a
number
of lawsuits arising from unpaid wages, and claims of unpaid services from
vendors. The Company has not made any additional loss contingencies other
that
those liabilities already recorded in its financial statements. .
6. INVESTMENTS
a) In
January 2005, the Company entered into an Agreement and Plan of Acquisition
to
acquire 60% of the issued and outstanding shares of Promo Staffing.com LLC.
(“Promo Staffing”) of Miami, Florida. In April 2005, the Company entered into an
Amended and Restated Agreement and Plan of Acquisition to acquire 60% of
the
issued and outstanding shares of “Promo Staffing”. The Company entered into the
acquisition to add to its holdings under its diversification plan, which
it
began implemented in 4th quarter of 2004.
Consideration
for the acquisition will consist of $588,000 in the form of the issuance
of
64,615,352 shares of the Company’s common stock to the sole shareholder of Promo
Staffing. The basis for determining this value is a valuation conducted by
the
Company of their past and present operations, future planned operations and
business plan.
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
6. INVESTMENTS
(CONT.)
Subsequent
to April 2005, the Company has experienced unforeseen delays to the finalization
of the Promo Staffing transaction, such as the completion of audited financials
of Promo Staffing. Although the Company contractually closed the transaction
to
acquire Promo Staffing, the Company anticipates that the transaction may
have to
be voided due to these unforeseen delays. As a result, there have been disputes
between the Company and Promo Staffing, specifically the Company’s providing of
financing post-closing to Promo Staffing, pursuant to the Agreement underlying
the transaction. In addition, pursuant to the Agreement, the Company is
responsible for providing audited financial statements of Promo Staffing
within
75 days of the filing of the Form 8-K disclosing the acquisition. The delays
in
the completion of the required audit and proforma financials were a result
of
unforeseen delays to complete the Promo Staffing financial statements.
Nonetheless, the Company is still working towards the filing of audited
financial statements of Promo Staffing so that the transaction can be finalized
in accordance with the rules of the Securities and Exchange Commission. The
Company anticipates resolving any impending problems or disputes with Promo
Staffing in order to overcome the issues that may result in a voiding of
the
transaction.
b) Pursuant
to the Joint Venture agreement dated December 28, 2004 between the Company
and
an unrelated company Global Bancorp Inc (“Global”), the Company is committed to
acquire 800 shares of VOXBOX Telecom Inc. (“VOXBOX”), a Nevada incorporated
company for cash consideration of $40,000. In addition, the Company agreed
to
purchase an additional 8,400 shares of VOXBOX for $420,000 cash over a twelve
month period beginning upon the establishment of VOXBOX. Pursuant to this
agreement, in February 2005, the Company issued a $420,000 Promissory Note
to
VOXBOX Telecom for the delivery of 8,400 shares. In May 2005, the Company
completed the purchase of 800 shares of VOXBOX as agreed.
Pursuant
to a stock purchase agreement dated June 16, 2005 between the Company and
Global, the Company subsequently sold the 800 shares of VOXBOX and the right
to
purchase the additional 8,400 shares of VOXBOX back to Global in exchange
for
5,000,000 common shares of Global which were valued at $50,000, and rights
to
purchase up to 50% of the issued and outstanding common shares of Global
up to
June 16, 2008.
14
JUPITER
Global Holdings Corp.
(Formerly
LIVESTAR Entertainment Group Inc.)
NOTES
TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2005
(Unaudited)
(Stated
in U.S. Dollars)
7.
RELATED
PARTY TRANSACTIONS
|
a) Included
in accounts payable at June 30, 2005 is $545,103 (December 31,
2004 -
$523,203) owing to directors or companies controlled by
directors.
|
|
b) Included
in loans and advances payable at June 30, 2005 is $338,192 (December
31,
2004 - $351,289) owing to directors or companies controlled by
directors.
|
|
c) During
the period ended June 30, 2005, the Company incurred $82,500 (June
30,
2004 - $30,000) in consulting and business development expenses
with
directors.
|
|
|
d)
During the period ended June 30, 2005, the Company incurred $25,092
(June
30, 2004 - $Nil) in administration, office, and equipment rental
expenses
with a company controlled by a
director.
|
|
|
a)
Subsequent to June 30, 2005, the Company granted stock options
to
employees to acquire up to 1,282,000,000 shares of common stock
at various
exercise prices between $0.0003 and $0.0006 per share. Of all
the stock
options granted 1,152,688,200 have been exercised providing proceeds
to
the Company of $281,026.
|
b) Subsequent
to June 30, 2005, the Company has completed the payment by cash of the
CDN$414,000 settlement of the business lease agreement for the Sequel Lounge
Nightclub in Toronto, Canada.
c) On
September 13, 2005, the Company entered into a definitive Agreement and Plan
of
Acquisition with Macro Communications Inc. (“Macro”) to acquire 80% of Macro
(the “Shares”) for the purchase consideration of $2,000,000. An initial purchase
consideration of $70,000 is to be paid by the Company to Macro prior to the
signing of the Agreement with a subsequent issuance of a Promissory Note
for
$1,930,000. The Promissory Note shall be paid in monthly installments, with
shares of Macro as security. As of September 22, 2005, the above-referenced
Agreement and Plan of Acquisition was closed and the transaction described
in
the Agreement is now deemed to be consummated, binding and enforceable in
accordance with the terms of the Agreement and Plan of Acquisition.
15
Item
2. Management's
Discussion and Analysis or Plan of Operations
Forward
Looking Statements
Except
for the historical information and discussions contained herein, statements
contained in this Form 10-QSB may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve a number of risks, uncertainties and other factors that
could
cause actual results to differ materially, including any projections of
earnings, revenues, or other financial items; any statements of the plans,
strategies, and objectives of management for future operation; any statements
concerning proposed new products, services, or developments, any statements
regarding future economic conditions or performance, statements of belief,
statements of assumptions underlying any of the foregoing and other risks,
uncertainties and factors discussed elsewhere in this Form 10-QSB or in the
Company’s other filings with the Securities and Exchange
Commission.
RESULTS
OF OPERATIONS
FOR
THE
THREE MONTH PERIOD ENDED JUNE 30, 2005
For
the
three-month period ended June 30, 2005, the Company earned revenues of $10,023.
The revenues were related to interest earned from bank balances and sale of
an
investment.
During
the three month period ended June 30, 2005, the Company incurred operational
expenses of $1,930,378. These operating expenses included: consulting fees
of
$151,677, $1,707,641 in wages and benefits, and professional fees of $27,604
for
the three month period ending June 30, 2005. The company continues to incur
significant consulting costs, which includes business development, in its effort
to develop, refine and implement its business strategy.
During
the three month period ended June 30, 2005, the Company incurred a net loss
from
operations of $1,920,355.
FOR
THE
THREE MONTH PERIOD ENDED JUNE 30, 2005, COMPARED TO THE THREE MONTH PERIOD
ENDED
JUNE 30, 2004.
For
the
three month period ended June 30, 2005, the Company earned revenues of $10,023,
as compared to revenues of $113,219 for the same period ended June 30, 2004.
The
revenues in 2005 are realized from our investment efforts, as compared to our
2004 revenues were realized on our Venues business that began in
2004.
For
the
three month period ended June 30, 2005, the Company incurred operational
expenses of $1,930,378 as compared to $1,084,605 during the same period in
2004.
These operating expenses included: consulting fees and business development
expenses $151,677 and $ 670,611; wages & benefits of $1,707,641 and
$117,146, and professional fees of $27,604 and $79,440 for the three month
period ended June 30, 2005 and 2004, respectively. The variation in expenses
from June 30, 2005 as compared to the same period in 2004 is due to the
increased level of operational, development activities, as well as compliance
activity in the Company.
The
Company incurred a net loss from operations of $1,920,355 for the fiscal quarter
ended June 30, 2005, as compared to $971,386 for the same period in
2004.
SIGNIFICANT
ACCOUNTING POLICIES
Our
significant accounting policies have been outlined in our 10KSB filing for
the
year ending December 31, 2004, and are thus incorporated by reference. We have
had no significant changes to our accounting policies or assumptions in the
6
month period ending June 30, 2005.
16
Liquidity
and Financial Condition As Of June 30, 2005
We
had
cash-on hand totaling $31,753 as of June 30, 2005.
CURRENT
AND PENDING ACQUISITIONS AND INVESTMENTS
PROMOSTAFFING
In
January 2005, the Company entered into an Agreement and Plan of Acquisition
to
acquire 60% of the issued and outstanding shares of Promo Staffing.com LLC.
(“Promo Staffing”) of Miami, Florida. A consideration of 92,307,692 shares of
common stock valued at $840,000 was issued to the sole shareholder of Promo
Staffing as a deposit for the acquisition. The common stock was held by the
attorney for the Company until the Company and Promo Staffing finalized the
valuation of Promo Staffing.
In
April
2005, the Company entered into an Amended and Restated Agreement and Plan of
Acquisition to acquire 60% of the issued and outstanding shares of “Promo
Staffing”. Consideration for the acquisition will consist of the issuance of
64,615,352 shares of common stock to the sole shareholder of Promo Staffing
valued at $588,000. As per the Amended and Restated Agreement and Plan of
Acquisition, 27,692,341 common shares previously held with the attorney of
the
Company were cancelled and returned to the authorized capital of the Company.
Per the agreement, the Company is responsible for providing audited financial
statements of Promo Staffing within 75 days of closing.
In
April
2005, the Company, entered into an Amended and Restated Plan of Acquisition
Agreement for the acquisition of 60% of Promostatting.com LLC located in Miami,
Florida (‘Promo Staffing”). Although the Company contractually closed the
transaction to acquire Promo Staffing, the Company anticipates that the
transaction may have to be voided due to unforeseen delays that have caused
disputes between the Company and Promo Staffing, specifically the Company’s
providing of financing post-closing to Promo Staffing, pursuant to the Agreement
underlying the transaction. In addition, pursuant to the Agreement, the Company
is responsible for providing audited financial statements of Promo Staffing
within 75 days of the filing of the Form 8-K disclosing the acquisition. The
delays in the completion of the required audit and proforma were a result of
unforeseen delays to complete the Promo Staffing financial statements.
Nonetheless, the Company is still working towards the filing of audited
financial statements of Promo Staffing so that the transaction can be finalized
in accordance with the rules of the Securities and Exchange Commission. The
Company anticipates resolving any impending problems or disputes with Promo
Staffing in order to overcome the issues that may result in a voiding of the
transaction.
VOXBOX
In
May
2005, the Company entered into a share purchase agreement with Global Bancorp
Inc. as per the terms of the Definitive Joint Venture Agreement between the
Company and Global Bancorp Inc. dated December 28, 2004. Under the terms of
the
share purchase agreement the Company acquired 800 shares in the capital stock
of
VOXBOX Telecom Inc. from Global Bancorp Inc. Consideration for the purchase
of
the shares is $40,000 USD previously advanced to Global Bancorp Inc.
In
addition, in satisfaction of the terms of the Definitive Joint Venture Agreement
between the Company and Global Bancorp dated December 28, 2004 the Company
issued a Promissory Note, in February 2005, to VOXBOX Telecom, Inc. in the
face
value of $420,000 for the issuance of 8400 shares of VOXBOX Telecom,
Inc.
In
June
2005, the Company entered into a Stock Purchase Agreement between the Company
and Global Bancorp, Inc., the Company sold to Global Bancorp, Inc. its entire
holding of 9200 shares of VOXBOX Telecom, Inc. and a Promissory Note of a face
value of $420,000 owing to VOXBOX Telecom Inc. for 5,000,000 common shares
of
Global Bancorp, Inc. which were valued at $50,000, and rights to purchase up
to
50% of the issued and outstanding common shares of Global Bancorp, Inc. up
to
June 16, 2008.
17
MACRO
COMMUNICATIONS
In
February 2005, the Company signed a letter of intent in respect of an offer
to
purchase up to 80% of the equity in a private Georgia based company for
$1,360,000, subject to due diligence procedures being carried out and execution
of a final agreement. The Letter of Intent was not consummated until the payment
of a $30,000 deposit which took place in June 2005.
In
September 2005, the Company entered into a definitive Agreement and Plan of
Acquisition with Macro Communications Inc. (“Macro”) to acquire 80% of Macro
(the “Shares”) for the purchase consideration of $2,000,000. An initial purchase
consideration of $70,000 is to be paid by the Company to Macro prior to the
signing of the Agreement with a subsequent issuance of a Promissory Note for
$1,930,000. The Promissory Note shall be paid in monthly instalments, with
shares of Macro as security.
In
September 2005, the Company entered into a definitive Agreement and Plan of
Acquisition (the “Agreement”), with Macro Communications Inc. (“Macro”), a
Georgia corporation, and Mr. Warren Jackson and Mr. Bill Jackson, the two
shareholders of Macro (“Shareholders”), as previously reported by the Registrant
in the 8K/A Current Report filed with the Commission by the Registrant on
September 16, 2005. In its Current Report filed with the Commission on September
16, 2005, the Registrant reported that the closing date was scheduled for
September 22, 2005. As of September 22, 2005, the above-referenced Agreement
and
Plan of Acquisition was closed and the transaction described in the Agreement
is
now deemed to be consummated, binding and enforceable in accordance with the
terms of the Agreement and Plan of Acquisition.
FINANCING
STRATEGIES
In
order
to finance our acquisitions and developments, and our phases of implementation
we plan to raise investment capital through the execution of the following
finance strategy:
In
order
to finance its acquisitions and/or venture developments the Company may use
its
preferred or common stock to finance the acquisition or venture development
or
to raise the necessary capital for acquisition or venture development.
We
also
may fund our acquisitions or venture developments through the selling of a
minority interest in the new acquisitions or venture developments through the
sale of up to 49% of the equity or through limited partnerships under a direct
investments strategy. This minority interest is hoped to be sold to either
individual investors who wish to invest directly into one of our businesses.
The
Company hopes to establish an internal corporate finance department and external
network or syndicate of investment advisors, investment bankers and broker
dealers that will raise capital via the direct investments strategy. It is
planned that investors under this strategy are planned to receive cash dividends
and possibly some capital stock or warrants in the Company.
We
believe that this direct investments strategy may enable us to achieve our
goals
with a hope over the long-term of reducing the potential dilution to our
existing shareholders. By raising capital directly in each business we may
not
have to dilute the existing shareholders of JUPITER to any great extent to
grow
the business. As our cash producing businesses grow due to the planned
implementation and hopeful success of this direct investments strategy we plan
to utilize the available cash to pay for operations
without having to use stock to pay for large and important operational items
item such as staff and consultants.
The
result of this is, that as our cash flow may grow as our dilution may slow.
More
specifically, we have developed comprehensive business and financial plans
that
result in our development of our businesses that should operate on a cash
positive basis and without incurring substantial dilution to stockholders such
that the Company can possibly increase its overall valuation substantially.
This
possible increase in the Company’s overall valuation may be accomplished by
using the positive cash flow to buy back the Company’s common stock from the
public float. There is no current plans to implement a stock buy back program,
although one is intended over the long-term and will only be implemented based
on the success of the foregoing and solely of the discretion of the Company’s
management and board of directors.
In
addition to the above we plan we plan to invite direct investments into the
Company to provide funds for general corporate purposes.
18
CAPITAL
REQUIREMENTS
We
believe that the Promo Staffing acquisition will require approximately a minimum
of $600,000 for the acquisition, plus approximately $100,000 in legal,
accounting and administrative expenses. In addition, our the VOXBOX venture
development will require a minimum of another $500,000 plus approximately
$100,000 in legal, accounting and administrative expenses. This is a minimum
total of approximately $1,300,000 that will be required in the next quarter.
In
the following two quarters, we plan to execute one or two additional
acquisitions or venture developments. We believe that the cost of a second
and
third acquisition or development project will be approximately a minimum of
$1,000,000 each and that approximately another $100,000 minimum each will be
required for the same purposes as listed above for the first acquisition or
development and for working capital and general corporate purposes. The Company
believes it will require approximately $1,000,000 to continue productive
development of its live events business unit, including the cost of live event
acquisitions or development and their subsequent integration throughout the
year
of 2005. Thus, we anticipate needing a minimum of $4,500,000 of investment
capital during the balance of the fiscal year.
CAPITAL
ACQUIRING PLANS
Management
plans on initiating a series of securities offerings to raise the investment
capital needed to meet our acquisition and development plans. Although we will
make efforts to minimize dilution to current shareholders, we may not be able
to
avoid significant dilution due to many factors, including but not limited to,
the closing of financing at lower than the desired market price of the Company's
common stock.
JUPITER
hopes to secure the financing to satisfy the capital needs for each phase of
its
implementation plan through the execution of various funding methods, primarily
financing through its direct investment strategy, private placement investments
or debt financing. JUPITER hopes to achieve this by securing relationships
with
accredited individual investors, investment bankers, venture capitalists, and/or
finance investment advisors that have the experience and relationships to aid
JUPITER with its capital raising efforts. The source of the capital may be
comprised of a mix of principal shareholders, private investors and venture
capital companies.
If
needed
capital investment for our acquisitions or developments is not available, in
whole or in part, we intend to delay the implementation plan regarding our
acquisitions or development plans until sufficient investment capital becomes
available. We cannot give any assurances that we will raise sufficient
investment capital to meet the business plan. In addition to delays to the
implementation plan regarding our acquisition or development plans due to
insufficiency of investment capital, we may suffer other consequences, including
but not limited to the following: We may have to significantly alter the scope
of our business plan and subsequent capital requirements; We may have to suspend
or discontinue operations of one or more of our business units or; we may have
to suspend or discontinue operations of the Company if we become insolvent
as a
result.
Until
planned acquisitions (current and future) and new venture developments begin
to
produce significant revenues and subsequent positive cash flow, we will be
reliant on capital received from private placements, loans, and the exercise
of
options and warrants. Due to the depressed market for our securities, we may
not
be able avoid significant dilution to current shareholders. In addition, we
expect to continue to retain certain management, staff and consultants, such
as
legal counsel, and may need to compensate these individuals through the issuance
of our common stock as compensation. These stock based compensations may result
in significant dilution to current shareholders due to the depressed market
for
our securities. We also continue to reduce or prevent collection of outstanding
vendor debts and accounts with creditors, such as suppliers and consultants,
which could result in litigation against the Company. There can be no guarantee
that all of these negotiations will be successful and the outcome of these
negotiations may include settlements in cash and/or issuance of common stock.
These stock based settlements may result in significant dilution to current
shareholders due to the depressed market for our securities. We plan on
continuing to meet certain of our expenses through the issuance of our shares
of
common stock, which may cause additional and significant dilution to existing
shareholders due to the depressed market for our securities.
19
PART
II - OTHER INFORMATION
Item
1. Legal
Proceedings
None.
Item
2. Changes
in Securities
Recent
Sales of Unregistered Securities
None.
Item
3. Defaults upon Senior Securities
None.
Item
4. Submission of Matters to a Vote of Security Holders
None.
Item
5. Other Information
Item
6. Exhibits.
Exhibits
|
31.1
|
Certification
by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification
by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
906 of the Sarbanes-Oxley Act of
2002.
|
SIGNATURES
In
accordance with 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, thereunto duly authorised.
JUPITER
Global Holdings, Corp.
Dated:
October 3, 2005
By: /s/
Ray Hawkins
Ray
Hawkins, President and Chief Executive Officer
By: /s/
Edwin Kwong
Edwin
Kwong, Principal Accounting Officer and Chief Financial Officer
20