8-K/A #3
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________________________________________
FORM
8-K/A
AMENDMENT
NO. 3
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): September 22, 2005
JUPITER
GLOBAL HOLDINGS, CORP.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or
other jurisdiction of incorporation or organization)
000-27233
|
98-0204736
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
62
WEST 8TH AVENUE, 4TH FLOOR,
VANCOUVER,
BRITISH COLUMBIA, CANADA, V5Y 1M7
(principal
executive offices)
(604)
682-6541
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
On
September 13, 2005, JUPITER Global Holdings Corp. (“Registrant”) announced that
it had entered into a definitive agreement and plan of acquisition (“Agreement”)
with Macro Communications, Inc., a Georgia corporation (“Macro”) as well as
Macro’s two shareholders, Warren Jackson and William Jackson. The
closing date provided for in the Agreement was September 22, 2005. As reported
by the Registrant in Amendment 1 to its Current Report filed on Form 8-K/A
on
September 22, 2005, the acquisition of Macro was closed on September 22,
2005.
This
Form
8-K/A further amends the Current Report on Form 8-K dated September 16, 2005
its
amended Form 8-K/A filed on September 22, 2005 and its amended Form 8K/A filed
on November 3, 2005 to include compliance with the requirements of Item 9.01(a)
Financial Statements of Business Acquired and Item 9.01(b) Pro Forma Financial
Information. This Amended Current Report, with exhibits, includes audited
financial statements of Macro as the acquired entity, for thw two years ended
December 31, 2004 and 2003; and it includes all required pro forma financial
information to report the Macro acquisition as if it had occurred prior to
the
actual date of closing.
Item 9.01
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Financial
Statements and Exhibits.
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(a)
Financial Statements of Business Acquired.
Included
in this filing are the following financial statements:
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(i)
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Audited
Balance Sheets as of December 31, 2004 and 2003;
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(ii)
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Audited
Statement of Operation for the years ended December 31, 2004 and
2003;
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(iii)
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Audited
Statement of Cash Flow for the year ended December 31, 2004 and 2003;
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(iv)
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Audited
Statement of Stockholder’s Deficit for the year ended December 31, 2004
and 2003;
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(v)
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Notes
to the Audited Financial Statements.
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(vi)
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Reports
of Independent Auditor;
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(vii)
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Unaudited
Balance Sheet for the six months ended June 30, 2005;
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(viii)
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Unaudited
Statement of Operations and Deficit for the six months ended June
30,
2005;
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(ix)
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Unaudited
Statement of Cash Flow for the six months ended June 30, 2005;
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(x)
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Notes
to Unaudited Financial Statements;
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(b)
Pro
Forma Financial Information.
Included
in this filing are the unaudited consolidated pro forma financial statements
giving effect to the acquisition of Macro by the Registrant. The unaudited
pro
forma financial statements are presented for illustrative purposes only. The
pro
forma adjustments are based upon available information and certain assumptions
that management believes are reasonable.
The
unaudited pro forma consolidated balance sheet combines (i) the historical
balance sheets of the Registrant and Macro as of June 30, 2005 and (ii)
historical balance sheets of the Registrant and Macro as of December 31, 2004,
giving effect to the transaction described in the Agreement dated September
13,
2005 (“Acquisition”) as if it had occurred on January 1, 2005.
The
unaudited pro forma consolidated statements of operations combine (i) the
historical statements of operations of the Registrant and Macro for the six
month period ended June 30, 2005 and (ii) the historical statements of
operations of the Registrant for the year ended December 31, 2004 and Macro
for
the year ended December 31, 2004, giving effect to the Transaction as if it
had
occurred on January 1, 2004.
The
unaudited pro forma condensed consolidated financial statements described above
should be read in conjunction with the historical financial statements of the
Registrant and Macro and the related notes thereto. The unaudited pro forma
information is not necessarily indicative of the financial position or results
of operations that may have actually occurred had the Acquisition taken place
on
the dates noted, or the future financial position or operating results of the
combined company.
(c)
Exhibits.
SIGNATURES
Pursuant
to 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 authorized.
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JUPITER
GLOBAL HOLDINGS CORP.
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|
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By:
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/s/ Ray
Hawkins
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Name:
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Ray
Hawkins
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Title:
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Chief
Executive Officer
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Date:
April 13, 2006