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 the historical balance
sheets of Jupiter and Macro as of June 30, 2005 giving effect to
the transaction described in the Agreement dated September 13, 2005
(“Acquisition”) as if it had occurred on June 30,
2005,.
The unaudited
pro forma consolidated statements of operations combine the
historical statements of operations of Jupiter and Macro for the
six month period ended June 30, 2005 giving effect to the
Transaction as if it had occurred on January 1, 2005.
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.
The
unaudit
