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definitive Agreement

Asset Purchase Agreement

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This Asset Purchase Agreement involves

MACRO Communications Inc

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Title: definitive Agreement
Date: 4/14/2006

definitive Agreement, Parties: macro communications inc
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Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

 

On September 13, 2005, Jupiter Global Holdings (“Jupiter”) entered into a definitive Agreement and Plan of Acquisition (“Agreement”), to purchase MACRO Communications Inc. (“MACRO”), a privately-held company Georgia corporation. Mr. Warren Jackson and Mr. Bill Jackson, are the two sole shareholders of Macro (“Shareholders”). As of September 22, 2005, the Agreement was closed and the transaction was deemed consummated, binding and enforceable.

 

Pursuant to the Agreement, Jupiter acquired 80% interest in MACRO for $2,000,000. In exchange for newly issued common shares, Jupiter paid $70,000 in cash and a $1,930,000 promissory note to be paid in monthly installments at varying amounts through July 2006, at an interest rate of 8%. The agreement does not specify any contingent payments, options, or other commitments.

 

Because Jupiter held approximately 80% of MACRO’s outstanding common stock after the Combination, Jupiter is deemed to be the acquiring company for accounting purposes and the Combination uses the purchase method of accounting for business combinations in accordance with accounting principles generally accepted in the United States. The audited financial statements of Jupiter for each of the two years ended December 31, 2004 and 2003 are included in the Jupiter Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission (the "SEC"). The audited financial statements of MACRO for the two years ended December 31, 2004 and 2003 are attached as an exhibit to this Form 8-K/A.

 

Under this method of accounting, the combined company will allocate the purchase price to the fair value of assets of MACRO. The purchase price allocation is subject to revision when the combined company obtains additional information regarding asset valuation. The unaudited pro forma condensed combined financial statements are based on respective historical consolidated financial statements included in this Form 8-K/A and the audited financial statements of Jupiter for each of the two years ended December 31, 2004 and 2003 which are included in the Jupiter Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission.

 

The unaudited pro forma consolidated balance sheet combine (i) the historical balance sheets of Jupiter and Macro as of June 30, 2005 and (ii) historical balance sheets of Jupiter 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 and January 1, 2004, respectively.

 

The unaudited pro forma consolidated statements of operations combine (i) the historical statements of operations of Jupiter and Macro for the six month period ended June 30, 2005 and (ii) the historical statements of operations of Jupiter 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, 2005 and January 1, 2004, respectively.

 

The unaudited pro forma condensed combined financial statements data is based on estimates and assumptions described in the notes to them. This data is presented for information purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial condition of Jupiter that would have been reported had the merger been completed as of the dates presented, and should not be taken as representative of future consolidated results of operations or financial condition of Jupiter.

-1-


 

The unaudited pro forma condensed combined financial statements should be read in conjunction with the related notes included in this Form 8-K/A and the audited financial statements of Jupiter which are included in the JUPTIER Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission and the audited financial statements of MACRO which are attached as exhibits to this Form 8-K/A. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the actual results of operations and financial position would have been had the merger taken place on January 1, 2004 or December 31, 2004, and do not indicate future results of operations or financial position.

 

Pro-forma Consolidated Balance Sheet

December 31, 2004

(Stated in US Dollars)

 

 

 

JUPITER Global Holdings Corp

 

Macro Communications Inc

 

Adjustments

 

 

 

Pro-forma

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

8,240

 

$

66,922

 

$

-

 

 

 

$

75,162

 

 

Goods and Services Tax Recoverable

 

 

3,757

 

 

11,670

 

 

-

 

 

 

 

15,427

 

 

Prepaid Expense, Advance other

 

 

8,496

 

 

78,639

 

 

(70,000

)

a

 

 

17,135

 

 

Notes Receivable

 

 

-

 

 

1,930,000

 

 

(1,930,000

)

a

 

 

-

 

 

 

 

$

20,493

 

$

2,087,231

 

$

(2,000,000

)

 

 

$

107,724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

2,000,000

 

 

-

 

 

(2,000,000

)

a

 

 

-

 

 

Capital Assets

 

 

5,972

 

 

1,095,862

 

 

-

 

 

 

 

1,101,834

 

 

Goodwill

 

 

 

 

 

 

 

 

1,686,766

 

b

 

 

1,686,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,026,465

 

$

3,183,093

 

$

(2,313,234

)

 

 

$

2,896,324

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A/P & Accrued Expenses

 

$

2,306,523

 

$

1,486,897

 

$

-

 

 

 

$

3,793,420

 

 

Cost of Unused Time on cards

 

 

-

 

 

178,743

 

 

-

 

 

 

 

178,743

 

 

Loans and Advances payable

 

 

808,581

 

 

265,534

 

 

(70,000

)

a

 

 

1,004,115

 

 

Obligations under Capital Leases

 

 

-

 

 

888,185

 

 

-

 

 

 

 

888,185

 

 

Advances

 

 

-

 

 

-

 

 

-

 

 

 

 

-

 

 

Line of credit

 

 

-

 

 

471,692

 

 

-

 

 

 

 

471,692

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,115,104

 

$

3,291,051

 

$

(70,000

)

 

 

$

6,336,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes Payable

 

 

1,930,000

 

 

-

 

 

(1,930,000

)

a

 

 

-

 

 

Minority interest

 

 

-

 

 

-


 
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