UNITED
STATES 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
March
14, 2006
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)
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000-27233
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98-0204736
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(Commission
File Number)
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(IRS
Employer Identification No.)
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62
West 8th
Avenue, 4th
Floor, Vancouver, British Columbia, Canada V5Y 1M7
(address
of principal executive offices)
(604)
682-6541
(Registrant’s
telephone number, including area code)
Item
3.02 Unregistered Sales of Equity Securities.
On
March
14, 2006, the Registrant’s board of directors approved the issuance of a total
of 150,000,000 common shares at $0.0001/share (the “Shares”) to one individual
for the reduction of $15,000.00 of accrued liabilities owed the individual
by
the Registrant. The common shares were issued as restricted securities and
are
exempt from registration under §5 of the Securities Act of 1933, as the
issuances are deemed exempt from registration under §4(1) and 4(2) of the
Securities Act of 1933, as well as Regulation D promulgated
thereunder.
On
March
14, 2006, the Registrant’s board of directors approved the issuance of a total
of 76,000,000 common shares at $0.0002/share (the “Shares”) to one individual
for the reduction of $15,200.00 of accrued liabilities owed the individual
by
the Registrant. The common shares were issued as restricted securities and
are
exempt from registration under §5 of the Securities Act of 1933, as the
issuances are deemed exempt from registration under §4(1) and 4(2) of the
Securities Act of 1933, as well as Regulation D promulgated
thereunder.
On
March
14, 2006, the Registrant’ board of directors approved the issuance of a total of
42,000,000 common shares at $0.0002/share (the “Shares”) to one individual for
the reduction of $8,400.00 of accrued liabilities owed the individual by the
Registrant. The common shares were issued as restricted securities and are
exempt from registration under §5 of the Securities Act of 1933, as the
issuances are deemed exempt from registration under §4(1) and 4(2) of the
Securities Act of 1933, as well as Regulation D promulgated
thereunder.
On
March
14, 2006, the Registrant’s board of directors approved the issuance of a total
of 120,000,000 common shares at $0.0002/share (the “Shares”) evenly to two
individuals for the reduction of a total $12,000.00 of accrued liabilities
from
Promissory Note(s) owed the two individuals by the Registrant. The common shares
were issued as restricted securities and are exempt from registration under
§5
of the Securities Act of 1933, as the issuances are deemed exempt from
registration under §4(1) and 4(2) of the Securities Act of 1933, as well as
Regulation D promulgated thereunder.
On
March
14, 2006, the Registrant’s board of directors also approved the issuance of
220,500,000 common shares at $0.0002/share (the “Shares”) to one individual for
the reduction of $44,100.00 of accrued liabilities from Promissory Note(s)
owed
the individual by the Registrant. The common shares were issued as restricted
securities and are exempt from registration under §5 of the Securities Act of
1933, as the issuances are deemed exempt from registration under §4(1) and 4(2)
of the Securities Act of 1933, as well as Regulation D promulgated
thereunder.
On
March
14, 2006, the Registrant’s board of directors also approved the issuance of
180,000,000 common shares at $0.0002/share (the “Shares”) to one individual for
the reduction of $36,000.00 of accrued liabilities from Promissory Note(s)
owed
the individual by the Registrant. The common shares were issued as restricted
securities and are exempt from registration under §5 of the Securities Act of
1933, as the issuances are deemed exempt from registration under §4(1) and 4(2)
of the Securities Act of 1933, as well as Regulation D promulgated
thereunder.
On
March
14, 2006, the Registrant’s board of directors also approved the issuance of
67,027,027 Series B Convertible Preferred Shares at $0.000925/share and
52,972,973 Series B Convertible Preferred Shares at $0.000925/share (the
“Shares”), each to two officers and directors of the Registrant (respectively,
the President/CEO and CFO) for the reduction of $62,000.00 and $49,000.00 of
accrued liabilities from services rendered, compensation for which had accrued
for each of the individuals by the Registrant. The Series B Convertible
Preferred Shares were issued as restricted securities and are exempt from
registration under §5 of the Securities Act of 1933, as the issuances are deemed
exempt from registration under §4(1) and 4(2) of the Securities Act of 1933, as
well as Regulation D promulgated thereunder.
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.
Dated
this 17th
day of
March, 2006.
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Jupiter
Global Holdings, Corp.
By:
/s/ Ray Hawkins
--------------------------------------------
Ray
Hawkins
Chief
Executive Officer
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