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
February
2, 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)
|
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)
(604)
682-6541
(Registrant’s
telephone number, including area code)
Item
3.02 Unregistered Sales of Equity Securities.
On
February 3, 2006, the Registrant issued 1,483,170,000 common shares at
$0.0001/share and 1,220,000,000 common shares at $0.0001/share (the “Shares”)
each to two officers and directors of the Registrant (respectively, the
President/CEO and CFO) for the reduction of $148,317.00 and $122,000.00 of
accrued liabilities from Promissory Note(s) owed respectively to each of
the
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
February 2, 2006, the Registrant’ board of directors approved the issuance 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
February 2, 2006, the Registrant’s board of directors also approved the issuance
of 525,000,000 common shares at $0.0001/share (the “Shares”) to one individual
for the reduction of $52,500.00 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
February 2, 2006, the Registrant’s board of directors also approved the issuance
of 316,381,215 common shares at $0.0001/share (the “Shares”) to one individual
for the reduction of $31,638.12 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.
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.
|
Date: February
17, 2006
|
Jupiter
Global Holdings, Corp.
By:
Ray Hawkins
--------------------------------------------
Ray
Hawkins
Chief
Executive Officer
|
| |
|