SecProbe.io

CORRESP
1
filename1.htm

      Jupiter Corresp

LAW
      OFFICE
      OF

    Gregory
      Bartko, Esq.

    ATTORNEY
      AT LAW

    VIA
      FACSIMILE, FIRST CLASS

    AND
      EDGAR TRANSMISSION

    October
      31, 2005

    U.S.
      Securities and Exchange

    Commission

    Attention:
      Claire Erlinger--Mail Stop 3561

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Re:
      Jupiter Global Holdings Corp.

    Form
      10-KSB--December 31, 2004

    Your
      File No.: 000-27233

    Dear
      Ms.
      Erlinger:

    As
      I
      indicated to you on the phone last week, our firm is securities counsel for
      Jupiter Global Holdings Corp. (“Jupiter”
      or
“Company”)
      and we
      have been requested to compile the following information in response to the
      Commission’s
      comment
      letter dated September 22, 2005. On a paragraph by paragraph by paragraph basis,
      corresponding with your comment letter, the following supplemental information
      is provided to you on behalf of Jupiter.

    Form
      10-KSB for the year ended December 31, 2004

    1. Jupiter’s
      future
      filings will be in compliance with this comment.

    2. Jupiter’s
      future
      filings will be in compliance with this comment.

    3. The
      fair
      value of the Company’s
      common
      shares on any specific day has been determined by the closing price of the
      Company’s
      common
      shares as quoted on the NASD OTC BB on that same day.

    In
      the
      year 2003, a total of 38 common shares (76,591,880 pre-consolidated shares)
      were
      issued for cancellation of existing debt with a total carrying value of
      $244,265. Please
      see attached chart for detail.
      In the
      year 2003, there were no instances whereby the Company requested the debt holder
      to convert with offers of additional value (shares or cash), and as such, the
      Company does not believe SAFS 84 applies in such situations.

    In
      the
      year 2004, a total of 800,026 common shares were issued for cancellation of
      debt
      with a carrying value of $104,400. Please
      see attached chart for detail.
      In the
      year 2004, there were no instances whereby the Company requested the debt holder
      to convert with offers of additional value (shares or cash), and as such, the
      Company does not believe SAFS 84 applies in such situations.

    In
      both
      2003 and 2004, there were several situations where the carrying value of debt
      settled exceeded the value of shares issued. The Company considers the amounts
      of these differences to be immaterial.

    In
      the
      year 2004, a total of 80,060,000 Preferred Series B shares were issued to a
      director for a total consideration of $122,000. Series B Preferred has a right
      to convert to Common Shares of the Company at a 1 to 1 basis.

    In
      June
      2004, a director of the Company received 60,000,000 Series B Preferred shares
      (60,000 post-consolidated) for the cancellation of $102,000 of debt, at a share
      price of $0.0017 per Series B Preferred share. There is no open market for
      the
      Company’s
      Series
      B Preferred shares. This transaction was conservatively recorded at the carrying
      amount of the debt cancelled as that amount was a more reliable measure of
      fair
      value. The loan conversion agreement underlying these shares was signed on
      May
      15, 2004. For reference, the market price of the Company’s
      common
      stock was $.0009 per share on that date. The Company did not request the debt
      holder to convert with offers of additional value (shares or cash), and as
      such,
      the Company does not believe SAFS 84 applies in such situations.

    In
      October 2004, a director of the Company received 80,000,000 Series B Preferred
      shares for the cancellation of $20,000 of debt, at a share price of $0.00025
      per
      share. There is no open market for the Company’s
      Series
      B Preferred shares. This transaction was conservatively recorded at the carrying
      amount of the debt cancelled as that amount was a more reliable measure of
      fair
      value. For reference, the debt conversion agreement underlying these shares
      was
      approved by the directors on October 19, 2005. On that date, the fair value
      of
      the Company’s
      common
      stock was $0.0001 per share. The Company did not request the debt holder to
      convert with offers of additional value (shares or cash), and as such, the
      Company does not believe SAFS 84 applies in such situations.

    Up
      to
      June 30, 2005, a total of 37,712,154 common shares were issued for cancellation
      of debt, for a consideration of $49,025. Please
      see attached chart for detail.
      Specifically, in February 2005, a group of debtors collectively received a
      total
      of 37,712,154 common shares for the cancellation of a total debt of $49,025,
      at
      a share price of $0.0013 per share. The debt note underlying these shares was
      issued on January 11, 2005, at which time the fair value of the
      Company’s
      common
      stock was $0.02 per share. The Company has discovered that the number of shares
      issued was in error by an order of magnitude. The Company is currently in
      discussions with the debt holders to resolve this issue. The Company will record
      the final cost, if any, of this error upon settlement with the debt holders.
      It
      is not clear at this point in time whether the final resolution will result
      in
      an effective inducement under SFAS 84. The Company intends to disclose this
      contingency in its MD&A for its 3rd
      quarter
      ended September 30, 2005.

    4. Jupiter’s
      future
      filings will be in compliance with this comment.

    5. Jupiter’s
      future
      filings will be in compliance with this comment.

    6. On
      July
      29, 2003, the Company entered into an Agreement and Plan of Acquisition to
      acquire 100% of the issued and outstanding common shares of 1485684 Ontario
      Limited, an Ontario, Canada corporation, doing business as The Sequel Nightclub
      (“Sequel”).
      As
      part of this agreement, the Company issued (pre-consolidated) 1,000,000 Series
      A
      Preferred Shares at a value of $200,000 ($0.20 per share) as a non-refundable
      deposit. The Company’s
      Series
      A Preferred Shares have conversion and voting rights of 40 common shares for
      each Preferred Share.

    There
      is
      no market for the Company’s
      Series
      A Preferred shares, so the Company estimated the fair value based on an assumed
      100% conversion of the Series A Preferred into common shares. On July 29, 2003,
      the fair value of the Company’s
      common
      stock was $0.005 per share. The fair value of this transaction, on that basis,
      was (1,000,000 preferred x 40 common/ 1 preferred x $0.005 per common) $200,000.

    At
      December 31, 2003, the acquisition was not yet complete, because certain
      conditions precedent had not been satisfied. The Company and the seller remained
      committed to completing the acquisition. Accordingly, the $200,000 was treated
      as an asset on the balance sheet at that date. After May 2004, it became
      apparent that the acquisition of Sequel could not be completed because
      conditions precedent could not be met, namely issues with Sequel’s
      audit.
      At that point in time, the Company abandoned its interest in the acquisition
      and
      wrote off the amount of the non-refundable deposit.

    The
      conversion privileges for the Series A Preferred Shares are described above.
      The
      July 29, 2003 Agreement and Plan of Acquisition for Sequel enabled the Company,
      in the event of certain defaults, to the first rights to repurchase these shares
      from the shareholder at the price of $0.60 per share. The term “redemption”
      used in
      the Company’s
      financial statements should be more accurately described as “repurchase”.

    On
      October 3, 2003, the Company agreed to repurchase 125,000 of the Series A
      Preferred Shares for $50,000 cash, or $0.40 per share. On that date, the closing
      price of the Company’s
      common
      shares was $0.01 per share. The fair value of the repurchase was estimated
      at
      (125,000 preferred x 40 common/ 1 preferred x $0.01 per common) or $50,000.
      It
      was not triggered by the terms and conditions under the original acquisition
      agreement. The Company believes that the “repurchase
      under default conditions”
      in the
      original agreement, together with the non-refundable nature of the deposit,
      indicate that equity is a more appropriate characterization than debt for the
      Series A preferred Shares.

    7.
      There
      terms of all the outstanding warrants issued by the Company are as
      follows:

    - 3
      year
      expiry from date of issuance, except 2 warrants with 5 year expiry;

    - exercise
      price varies, and number of shares vary from warrant to warrant;

    - warrants
      were issued in the years 2001, 2002 and 2003.

    All
      warrants were issued either with a purchase of restricted shares from the
      Company, or in conjunction with a services agreement with the Company. Due
      to
      the lack of anti-dilution terms and conditions in the original warrants, after
      the Company’s
      stock
      consolidations in the year 2004, the outstanding 22 warrants represent a total
      of 22 shares issuable upon exercise.

    The
      majority of the warrants outstanding were issued in 2001. The Company is in
      the
      process of retrieving its records and the accounting for the warrants at the
      time. If necessary, the Company will make appropriate disclosures regarding
      this
      issue in future filings.

    8. In
      January 2005, the Company entered into an Agreement and Plan of Acquisition
      (subsequently amended) to acquire 60% of the issued and outstanding shares
      of
      Promo Staffing.com LLC. (“Promo
      Staffing”)
      of
      Miami, Florida. Consideration for the acquisition consists of 64,615,352 shares
      of the Company’s
      common
      stock issued to the sole shareholder of Promo Staffing. The basis for
      determining this value is a valuation report conducted by the Company using
      Promo Staffing‘s
      past
      and present operations, future planned operations and business plan management
      believes that it’s
      valuation is a more reliable measure of the fair value of the shares issued
      in
      the transaction, particularly in light of the fact that the shares issued are
      restricted securities with no rights of registration. The Company’s
      future
      filings will include disclosures required by paragraph 58 of SFAS No. 141,
      if
      applicable.

    9. At
      the
      end of the year 2004, the Company was in discussions with Global Bancorp Inc.
      (“Global
      Bancorp”)
      to
      develop a VOIP business and it was proposed to be done under a new corporate
      entity to be called VOXBOX Telecom Inc. (“VOXBOX”).
      This
      plan culminated in the Joint Venture Agreement dated December 28, 2004. Pursuant
      to this agreement, the Company acquired 800 shares of VOXBOX from Global Bancorp
      for $40,000 and the rights to acquire 8,400 shares for $420,000 of cash over
      a
      12 month period.

    The
      Company’s
      interest in VOXBOX was the joint venture opportunity into the VOIP business
      that
      Global Bancorp was developing. The Company demanded that the VOIP be place
      into
      a new corporate entity such that the business can be developed independently
      from Global Bancorp’s
      other
      business interests. The intention of the agreement in December 2004 was for
      Global Bancorp to contribute the VoIP business and for the Company to contribute
      working capital. While the Definitive Agreement was signed in December 28,
      2004,
      VOXBOX did not get incorporated until January 27, 2005. A number of transactions
      pursuant to the Definitive Agreement were completed in February 2005, including
      the Promissory Note of $420,000 from the Company to VOXBOX, and the issuance
      of
      8,400 shares of VOXBOX to the Company. The final issuance of the 800 Shares
      of
      VOXBOX to the Company pursuant to this agreement occurred in May 2005.

    During
      the period from December 28, 2004 to June 2005, the business of Global Bancorp
      was changing and its increasing business focus into VOIP. In addition, due
      to
      certain delays, there was no activity in the corporate entity of VOXBOX. As
      a
      result, the Global Bancorp and the Company entered into negotiations to change
      the business arrangements of the Joint Venture. It was determined it was in
      the
      best interests of the Company to give up its opportunity to do business in
      VOXBOX as a 50% partner for a minority stake in Global Bancorp directly. As
      a
      result, the Company negotiated an additional $10,000 payment over and above
      the
      amount the Company paid for the shares in VOXBOX. Pursuant to this
      renegotiation, the Company recorded a gain on its investment into VOXBOX of
      $10,000.

      10. In
      regard
      to the estimation of the fair value of the options using the Black Scholes
      option pricing model, the expected volatility as of December 31, 2004 was 311%,
      whereas the expected volatility as of March 31, 2005 was 94%. Expected
      volatility was calculated using absolute changes in the daily closing share
      price as quoted on the OTCBB over a certain number of observations representing,
      at least, the expected term-to-exercise of the options granted.

    The
      calculations of the expected volatility as of December 31, 2004 were based
      on
      observations within the four month period ending December 31, 2004. The
      outstanding term of the Company’s
      options
      during this period have historically been relatively short (two weeks to a
      few
      months). During this period the Company experienced two stock consolidations
      of
      1000-to-1 and 2000-to-1. The high and low of the Company’s
      share
      price during this period was $140,000.00 and $0.0001 per share, respectively.
      The calculations of the expected volatility at March 31, 2005 were based on
      observations within the three month period ending March 31, 2005. During this
      period, the Company did not experience any changes to its share structure.
      The
      high and low of the Company’s
      share
      price during this period was $0.088 and $0.012 per share, respectively.

    There
      have been no significant changes in the Company’s
      business during the different periods, other than those detailed in our filings.
      Due to the different market forces affecting the price of the
      Company’s
      stock
      price in different periods, and the relatively short terms-to-exercise of
      options granted, the expected volatility may vary significantly among different
      option grants.

    11. VOXBOX
      Telcom Inc. was incorporated on January 27, 2005, and did not have any
      operations or expenses as of March 31, 2005. As a result there is no activity
      to
      record for March 31, 2005.

    12. Jupiter’s
      future
      filings will be in compliance with this comment.

    13. Although
      the Company contractually clos