8K for Jupiter Global Holdings
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
September
13, 2005
Date
of
Report (Date of earliest event reported)
JUPITER
Global Holdings, Corp.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
000-27233
98-0204736
(Commission
File Number) (IRS Employer
Identification
No.)
62
West 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y
1M7
(address
of principal executive offices) (Zip Code)
(604)
682-6541
(Registrants
telephone number, including area code)
Item
1.01 Entry into a Material Definitive Agreement.
On
September 13, 2005, JUPITER Global Holdings, Corp. (the “Company”) entered into
a definitive Agreement and Plan of Acquisition (the “Agreement”) in the form
attached hereto as Exhibit 2.1, with Macro Communications Inc. (“Macro”), a
Georgia corporation, and Mr. Warren Jackson and Mr. Bill Jackson, the two
shareholders of Macro (“Shareholders”). The Agreement provides for the
acquisition by the Company of 4,000 shares of common stock, representing 80%
of
the issued and outstanding shares of capital stock of Macro (the “Shares”) for a
purchase price of $2,000,000(“Purchase Price”). The formal closing date in the
Agreement is scheduled for Thursday, September 22, 2005.
The
Purchase Price to be paid by the Company includes $70,000 paid by the Company
to
Macro prior to the signing of the Agreement and the issuance of a Promissory
Note for the balance of $1,930,000. The
principal portion of the Promissory Note is to be paid in monthly installments
of Fifty Thousand Dollars ($50,000.00), beginning with the first payment being
due October 1, 2005 and each succeeding payment being due on the first day
of
the succeeding month up to December 1, 2005. On January 1, 2006 the installment
payment shall be Four Hundred Thousand Dollars ($400,000.00) and commencing
on
February 1, 2006 the installments payment shall be paid in monthly payments
of
One Hundred and Fifteen Thousand Dollars ($115,000.00) and each succeeding
payment being due on the first day of the succeeding month up to January 1,
2007.
The
Company has executed a Pledge Agreement, dated September 13, 2005, whereby
the
Shares will be held as collateral for the payment under the Promissory Note.
The
Shares will be released under the terms of the Pledge Agreement to the Company
at a rate of 2% of the Shares for each $38,600 paid by the Company towards
the
Promissory Note.
Included
in this Form 8-K are forward-looking statements. There can be no assurance
that
expectations reflected in such forward-looking statements will prove to be
correct. The Company's actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain
factors.
Item
9. Exhibits.
Exhibit
No.
Description
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 hereunto duly authorized.
| |
|
|
| |
JUPITER
Global Holdings, Corp. |
|
|
|
| Date: September
16, 2005 |
By: |
/s/ Ray
Hawkins |
| |
Ray
Hawkins |
| |
Chief
Executive Officer
|