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Float is over 5 Billion Now.
Why do Investors still follow this stock. Ray has lied to us over and over again. He can't be trusted. Where is the Q3 and the OTCBB Listing? How can you guys believe in a company that has fraud on the agenda? This must be a boiler room operation.
PPS from $9.00 to .0004 . And pumpers still think people will buy this crap. Investors are not that stupid.
This is a Bad Company.
JPHC has lied to us. How can you guys have any faith in this company anymore?
JPHC IS DONE..
JPHC in a death spiral !!!
Rolling.. I have been watching these guys since they have changed there name 4 times, filed a dozen or so S8's, changed there ticker symbol a half a dozen times, implemented several reverse splits and come out with about 10 aquisitions that never came true. I am not about to cut them slack unless they walk a straight line. They are pulling the same old dodge ball that they always have. Where is Q3. They at least owe it to us to tell us what is going on. They think it is good business to hide from there investors. I would not recommend anyone to buy this stock right now. It is that simple. How can you guys be pumping this thing with all the broken promises they have made?
Ray Lied.. Where is OTCBB Listing !!
Ray promised us he would not run his company this way anymore !!
Where is Q3 filing ? 3 Months late !!
People help get JPHC to become honest with there Investors..
What a dissaster down another 30% today..
What ever happenned to free speech. What is your agenda guys. I own this stock too. Probably alot more than you do! If you don't like the fact that I am not happy with the company's performance that is your problem. How can you think it is good that they have not filed Q3 yet? How can you think it is good that JPHC is not on the OTCBB ? Ray did say he was moving JPHC to the OTCBB didn't he? You guys are either pansies or you work for Jupiter. No real Investor or Trader would be going along with JPHC'S bogus PR's. What are you guys really up to? Are you trying to dump your stock at a higher than current PPS. Maybe you are looking for some other suckers to jump in so so you can get bailed out? If you don't like me posting here maybe you should go to another board!
Don't let the thieves rule the board...
Investors rags is a paid pumper...
Raggs they stopped filing you Idiot.. That's all the Rumer I need !!
Gosh Sorry I just heard they were Bankrupt !!
Is JPHC bankrupt yet ? Should be soon !
I hear the Macro deal may have fallen through. Did anyone else heare that? They have not filed yet maybe that is why!
Glad you asked Thunder.. Yes I have and PBLS is a good buy at the current PPS. They filed paperwork with Fema several months ago and are reaping the benefits at this moment. You can bet there Gravel pit has been at maximum capacity and will be for the next year or two. I'm also confident about there aquisitions in the oil sector so keep a close eye on them and I would feel very comfortable loading up for a good 3 to 6 month play. GLTA
Same is a paid pumper for Jupiter..
The deceit and potential fraud here scares me..
Same I am a bit confused. In Jupiters PR they said they sold the 50% they owned in Voxbox to Global Bancorp for 500 K and some shares.. They then gave a portion of those shares to stockholders of JPHC. Why are you lying ? Jupiter does not own 50% of Voxbox only a very small minority Interest. Jupiter has the right to purchase 50% of Voxbox in the future but would never have the cash to do so. Are you a paid pumper for Jupiter. You should be ashamed of yourself for trying to steal money from people. Jupiter has not filed Q3 this year and it looks like they may go BK. Shame on you !
Why does the PPS keep going down. You guys talk like this is a good thing. How can the stock price going down be a good thing ? Sorry I am confused. Can someone explain ? How do you make money off a losing stock ?
This stock sucks !
How can these guys be late on Q3... We have aquired several companies and where never late on any filings.
This stock is a scam !!!
Argonath.All Christians want to help others.Go to church!
Update: Jupiter Global Holdings, Inc. - What? And Give Up Show Biz!
Investigative Reports
March 13 2005
Jupiter Global Holdings, Inc. (OTCBB: JPHC) – the Company formerly known as Livestar Entertainment Group - seems to have developed a simple plan. If at first you don’t succeed, diversify. Since the beginning of 2005, Jupiter has changed its name (from Livestar), its stock symbol, and its business, or at least its business plan. But has anything actually changed?
Until recently, Jupiter had been pinning its hopes on the entertainment industry – with little evident success. The Company’s attempt to acquire a Toronto-based nightclub called “The Sequel” failed, and its subsequent efforts to develop other nightclubs and other venues have yet to yield profits. Other attempts to carve a niche in the entertainment business have yet to prove financially fruitful. Despite a series of press releases declaring its successful participation in a series of live events, as of September 30, 2004 the financial picture was bleak. The Company had no cash and, despite modest revenues, had suffered losses of almost $2 million in the first nine months of 2004. See, Update: Livestar Entertainment Group, Inc. - That's Shoe Biz.
Unable to establish a profitable place in the entertainment world, the Company decided to look elsewhere, declaring plans to expand into one of the hottest and most competitive markets around – Voice Over the Internet (VoIP) technology. VoIP enables subscribers to make telephone calls over a broadband Internet connection rather than traditional telephone lines. It was an ambitious goal since other players in the VoIP game – including Time Warner, Vonage, Nortel, Cablevision, Cox and Comcast – were far more established and infinitely better financed.
Still, in November 2004, the Company announced that it would enter the VoIP market by acquiring 50% of an entity called VOXBOX, an aspiring VoIP company that had not yet launched any services. Now Jupiter, which had been unable to compete successfully with established entertainment businesses would be competing with established telecom operators, and relying upon a startup business partner that was not yet operational.
Press releases began to flow from Jupiter once again – but while they now focused on the VoIP initiative, there was little evidence that VOXBOX would capture any meaningful portion of that market. In a February 17, 2005 press release, the Company called attention to developments in the VoIP industry – although it failed to indicate whether VOXBOX had any operations. That did not stop VOXBOX’s CEO Ray Prescott, from declaring that “we are planning for VOXBOX to become a leading provider of VoIP services to consumers and businesses.” He did not indicate how VOXBOX possibly could compete with the giants already ensconced in the field.
A day later, on February 18, 2005, Jupiter announced that it had signed a letter of intent to acquire wireless telecom assets from Global Bancorp, Inc, including wireless communication towers and back up systems that could be configured to cover a city with a population of 1.5 million. Although Jupiter claimed that the assets had a replacement cost of $3.2 million, it did not indicate their actual value, condition, age, how much they would cost, or the terms of the acquisition – other than to say that the Company would pay a combination of cash and stock. Global indicated that Jupiter and VOXBOX would be given the option to acquire additional equipment, including wireless infrastructure having a “replacement cost of up to $20 [million].” Replacement cost, however, does not necessarily represent the actual present value of the assets being acquired.
What is the nature of the relationship between Jupiter, VOXBOX and Global? The February 18th press release did not say where Global was incorporated, where it maintained its offices or whether it operated an ongoing business, but it did identify Ray Prescott as the CEO of both VOXBOX and Global – raising serious questions about the valuation of the assets and arms length nature of this transaction. Are the terms of the acquisition fair? That is difficult to determine since they were not disclosed.
Where does the transaction now stand? A February 23rd press release stated that Jupiter would complete its review of the assets “soon.” The Company has not issued any more recent comments on the transaction.
Jupiter has, however, continued to issue press releases concerning the VoIP business. On February 22nd, the Company announced that it had “entered into discussions” to offer VOXBOX services to “a specialty broadcaster of Asian content” with 250,000 subscribers. VOXBOX CEO, Ray Prescott, projected that this could mean 25,000 new subscribers for VOXBOX, with the potential for ten times that many. No terms of the agreement were disclosed and there is no indication that this potential transaction advanced past the discussion stage.
On February 23rd, the Company announced that VOXBOX services had been launched on a limited basis, in Vancouver and Victoria, British Columbia. Although the services were confined to those two areas, the Company had bigger plans. On March 2, 2005, the Company announced that it was selling dealerships, with plans “to expand to every metropolitan city in North America and become the dominant force in the VoIP communications industry.” It still had not addressed the matter of its more established competition.
Jupiter did not say how much these dealerships would cost, or when VOXBOX would become available in these myriad territories. Nor did the Company explain how it intended to compete with better financed and more advanced VoIP companies, much less become “the dominant force” in the industry. Still, on March 8th, the Company revealed that a single “telecom marketing and development firm” had agreed to buy dealerships in a minimum of ten territories, including Florida, Arizona, Nevada and Texas. The Company did not identify the buyer of those dealerships or provide any terms of the agreement. Although the Company suggested that significant income would flow from the new dealerships, it provided no details of that revenue model.
The mystery surrounding Jupiter’s business partners continued on March 9th with a press release announcing that an unidentified private investor had agreed to provide the Company with up to $1.5 million in debt or equity financing. Jupiter said that the financing, which would become available if the Company achieved certain unspecified milestones, would result in “the issuance of restricted shares” or in “debt…structured as a long-term loan with a reasonable interest rate and reasonable non-toxic convertibility rights.” Unfortunately, the key terms of the financing were not disclosed; the Company did not state how many shares it would issue in consideration for the funds, or the terms of the possible debt conversion. Jupiter said that it already had received the first $100,000 – although it did not specify whether it had issued shares for the fund, or, if so, at what price.
Has the Company begun to generate revenues from the VOXBOX services? None of the press releases address that issue and Jupiter has not yet filed any financial reports reflecting that income. Indeed, the Company’s recent filings focus instead on a completely different acquisition, and a separate line of business. On January 14, 2005, the Company filed a Form 8-K indicating that it had issued 92,307,692 common shares to the sole shareholder of a company called Promostaffing.com LLC. Jupiter said that it was attempting to acquire Promostaffing pursuant to the terms of a January 5, 2005 letter of intent, which was not attached to the Form 8-K. The Company claimed that the shares had been issued as a refundable deposit in exchange for the exclusive right to negotiate for a 60% interest in Promostaffing. The stock would be returned if the transaction was not completed.
Although Jupiter was issuing frequent press releases concerning its efforts to establish a VoIP business, it made no similar announcement concerning the proposed Promostaffing acquisition. The Company has not provided any details concerning Promostaffing’s business or its management.
On January 27th, the Company filed another Form 8-K revealing more information about the terms of the pending transaction. According to this Form 8-K, on January 25, 2005 Jupiter had entered into a definitive agreement to acquire 60% of Promostaffing for $840,000 – represented by the 92,307,692 common shares that had been transferred to Promostaffing’s owner, Cory Sklar. A closing was scheduled for February 28, 2005.
There were, however, additional conditions to the agreement. The Company agreed to provide Promostaffing with $600,000 in convertible debt financing. If Jupiter failed to deliver those funds on the agreed upon schedule, which would begin thirty days after the acquisition closed, Sklar would receive additional shares of Promostaffing, effectively diluting Jupiter’s ownership interest to 49% or less.
Although the Company and Sklar agreed, for purposes of their contract, that the value of Promostaffing was $1.4 million, no financial statements were attached to the acquisition agreement and the closing is contingent upon final valuation. So far, the Company has not provided any basis for that valuation. That may be posing a problem. February 28th came and passed without a closing. On March 4, 2005, the Company filed an amended Form 8-K stating that the closing date had been extended until April 18 because of “an unforeseen delay in completing the final valuation of Promo Staffing.”
What will become of the plan to take control of Promostaffing? Will it go the way of the Livestar name, those live events,, the abandoned acquisition of "The Sequel," and the Company's December 2004 plan to buy 51% of a Las Vegas-based shoe company? Just another uncertainty in the life of a Company that seems to thrive on vague transactions with unidentified individuals.
IF YOU HAVE QUESTIONS OR COMMENTS FOR STOCKPATROL.COM, CONTACT US AT editor@stockpatrol.com
This is bad
As we saw in Part I of this series, LIVESTAR ENTERTAINMENT GROUP, INC. (OTCBB: LSTA) has shifted its focus from technology to the nightlife – and more particularly to nightclubs and live events. At least that’s the plan. So far, however, the projects under development remain undeveloped, or in some cases, have been interred.
But not all of them.
Waiting For the Sequel
One project has held LIVESTAR’s attention, and is, in fact, central to the pending offer to acquire the Company. In September 2002 the Company entered into a letter of intent to acquire The Sequel Nightclub, which was, and is, operating in Toronto, Canada.
One year later, LIVESTAR still has not completed this acquisition. It has, however, entered into a consulting relationship with Sequel’s majority owner, Terrence Lall, who can earn up to 5% of the Company’s outstanding common stock in exchange for helping it to develop nightclubs. Approximately 18.3 million shares of LIVESTAR common stock, issued to Mr. Lall and five other consultants, were registered on a Form S-8 filed by the Company on April 10, 2003. That Form S-8 was amended, on July 2, 2003, in order to register 13.75 million shares to be issued to Lall pursuant to an amendment to his consulting agreement.
Mr. Lall (and the other five consultants named in the April 10th Form S-8) have not been the only ones to receive S-8 registered stock from the Company in recent months. On May 28, 2003, the Company filed a Form S-8 registering 14.9 million shares for three additional consultants). And on July 3rd it filed a Form S-8 registering 20 million more shares for a “2003 Outside Consultants Plan.” On July 22nd it amended that Form S-8, renaming the compensation plan the “Amended 2003 Outside Compensation Plan for Consultants and Others.”
On June 10, 2003, the Company stirred up a bit of news about the Sequel transaction, reporting that management had made “significant progress in its quest to acquire The Sequel Nightclub & Lounge.” RRUN’s president, Ray Hawkins, said that financing arrangements were being secured, and expressed confidence that the Company would acquire its first revenue producing venture “imminently.”
Mr. Hawkins did not say how that financing would be arranged, but the Company’s earlier projections suggested that the acquisition would be costly. In its 2002 Form 10-K (filed on April 16, 2003) the Company predicted that it would need $6 million in operational capital in 2003, including $1 million for its first acquisition $1.5 million for the second, and possibly another $1.5 million for a third. As if this were not ambitious enough, the Company said it intended to build two more entertainment establishment, from the ground up, in 2003, at a cost of approximately $1 million each. It also would be working on development of its live event business – which would require substantial additional funds. By the end of June 2003, the Company had revised its timetable, saying it planned to open these venues by the end of 2003 or the first quarter of 2004.
Unfortunately, the Company’s public filings also warned that those ambitious acquisitions and development plans could not go forward without money – and RRun had hardly any cash in the bank. At the end of 2002 it had $32. Three months later the coffers had swelled to $124. By June 2003 the Company’s cash position had deteriorated again – to $64. There was no sign of the necessary funding.
One month after the June 10th press release, the Company had changed its name to LIVESTAR, but the imminent transaction had yet to close. Finally, on August 12, 2003, LIVERSTAR issued a press release announcing a definitive agreement to acquire The Sequel Nightclub. Although the press release claimed that The Sequel was “currently profitable and revenues are expected to increase each year,” financial statements for The Sequel have not yet been made public.
In a Form 8-K filed with the Securities and Exchange Commission on August 11th, LIVESTAR said that it had agreed to acquire The Sequel for consideration valued at $500,000 – consisting of $300,000 in cash and 1 million shares of LIVESTAR’s Convertible Class A Preferred Shares, each of which is convertible into forty shares of LIVESTAR common stock. LIVESTAR promised to register those common shares as soon as possible.
As part of the agreement, The Sequel was required to produce its financial statements for the year ended December 31, 2002, and the six months ended June 30, 2003, no later than August 15, 2003. The deal was scheduled to close on September 29, 2003.
REVERSE MERGER – THE SEQUEL
So it appeared that LIVESTAR was on the brink of closing its first entertainment acquisition – if it could finally come up with the cash. But not so fast. Now it looks as though LIVESTAR is slated to become the acquiree rather than the acquirer – in what, ironically, is starting to look like a sequel to RRun’s reverse-merger acquisition of United Management, Inc.
On August 18th LIVESTAR disclosed that it was “in the final stages of negotiations with a Toronto based entertainment investment group regarding a possible takeover of LIVESTAR. Less than a week later, on August 26th, a press release declared that an agreement had been reached for the TCAL Investment Group - headed by none other than Terry Lall, owner of the Sequel – to acquire 51% of the Company at between 5 cents and 7 cents a share. Suddenly, Mr. Lall had turned from seller to buyer. According to the August 26th press release, Mr. Lall plans major changes for LIVESTAR, including additional management and acquisitions.
In addition, TCAL said it would try to secure $3 million in funding for the Company, and prepare to apply for NASDAQ or American Stock Exchange listing.
But a word of caution would seem appropriate. This is not the first time that LIVESTAR has announced plans to seek funding, and so far the money has not appeared. And, for now at least, the Company does not appear to meet the qualifications for listing on either of those national stock exchanges.
TCAL’s offer came just four days after LIVESTAR revealed that it had paid $3,000 to Empire Research Group, a New Jersey-based consulting firm, to issue a report on the Company. Empire Research, in turn, issued a “Speculative Buy Recommendation” for LIVESTAR stock, at 9 cents a share – which just happens to coincide with the high end of the projected range for the TCAL transaction.
Empire Research, which says it is neither an investment advisor nor a broker-dealer, noted LIVESTAR’s weak financial status, but still believed the Company was a good speculative buy in view of its low market price, low market capitalization (around $700,000 at the time) and plan to acquire its first business – The Sequel. In fact, Empire Research offered its view that the $700,000 market cap was not significantly more than a private company could expect to spend to go public.
Perhaps that theory struck a chord with TCAL. What else would explain the sudden turnaround by Lall, and his desire to acquire a Company with no operating business and just a pocketful of cash.
So far there is only a Memorandum of Understanding between LIVESTAR and TCAL, which either party can cancel on thirty days notice. They have sixty days to negotiate a definitive agreement, which means that this transaction, like so many of the Company’s earlier endeavors, may never be consummated.
Shares to Sell
That lack of certainty has not deterred all investors. On August 11th, the day the Company filed a Form 8-K disclosing its plan to acquire The Sequel, LIVESTAR stock closed at 1.1 cent, on volume of almost 6.8 million shares. Approximately 8 million more shares changed hands the following day, as the stock hit an intraday high of 1.4 cents.
No trading of LIVESTAR shares was reported for the next two weeks. Then, on August 26th, the day the Company revealed TCAL’s takeover bid, almost 100 million shares were traded, and the stock closed at 2.1 cents. The next day, August 27th, volume was approximately 42 million, and shares hit a high of 2.5 cents before closing at 1.3 cents.
Both volume and price have declined steadily since August 27th. On September 15th the stock closed at under one cent, on volume of approximately 2.7 million shares.
So who was buying – and perhaps more importantly, who was selling at the lofty post-announcement prices? Investors can only wonder – and review the Company’s most recent public filings for clues. On September 8th the Company filed a Form S-8 registering 30 million shares for its “Employee Stock Option Plan for the Year 2003.” LIVESTAR did not say which employees would receive shares, or whether any of the stock had been issued.
Then, on September 12th, the Company filed another Form S-8, this time registering 21.4 million shares for the benefit of four consultants, including two attorneys - Gregory Bartko and Gary Henrie.
This was not the first time the Company used Form S-8 to register a shipload of shares. Between March 2002 and July 2003, LIVESTAR registered over 77 million shares for the benefit of various consultants and employees. This represented an overwhelming percentage of the outstanding shares; as of June 30, 2003, approximately 94.8 million shares of LIVESTAR common stock had been issued.
LIVESTAR has not offered any further news on the takeover bid, but on September 17, 2003 the Company announced that it was pursuing yet another acquisition. This time LIVESTAR issued a press release stating that it had “entered into serious acquisition discussions with Manhattan restaurant and lounge of La Jolla, California.” What does the Company mean by “serious?” Do the parties expect to sign an agreement, and if so, when? The press release did not say. It also failed to indicate the terms of the proposed transaction, or say how it planned to finance the deal.
Although the Company claims that the “Manhattan restaurant and lounge” has a “successful 17-year track record of customer satisfaction and profitability,” it did not provide any financial information – audited or otherwise – for the restaurant.
What’s next? We’ll wait for the Sequel.
IF YOU HAVE QUESTIONS OR COMMENTS FOR STOCKPATROL.COM, CONTACT US AT editor@stockpatrol.com
Just saw this on RB.. Another report..
Jupiter Global Holdings, Inc. - Thinking Ouside the VOXBOX
Investigative Reports
July 1 2005
Companies, like people, tend to fall into familiar patterns, repeating previous successes and, yes, past failures. To borrow a phrase from George Santayana (and posters adorning the walls of countless college dorms since at least the ‘60’s) “those who cannot remember the past are condemned to repeat it”. And, he might have added, investors who fail to recognize the past may mistake it for the future.
The latest case of déjà vu comes courtesy of Jupiter Global Holdings Corp. (Pink Sheets: JPHC). Recent events at Jupiter should strike a familiar chord for those who have been following the Company since it was calling itself LiveStar Entertainment Group. LiveStar, which aspired to make a splash in the entertainment world, instead came up dry. Back in 2003, LiveStar was touting plans to acquire a Toronto, Canada nightclub called “The Sequel” as its initial foray into entertainment. After a prolonged courtship, on August 12, 2003 LiveStar announced that it had acquired “The Sequel” from an individual named Terence Lall in exchange for a generous package of LiveStar stock and cash. See, Livestar Entertainment Group, Inc. — This Sequel Has A Surprise Ending.
Then the story changed. Less than a week later, LiveStar revealed that it was about to be acquired by a Toronto group controlled by Lall. And, just that quickly, the acquirer became the acquiree. That too would soon change. Lall’s group did not gain control of the Company, apparently content to settle for a heaping helping of LiveStar stock instead. Then, on June 4, 2004 LiveStar disclosed that it would not acquire The Sequel after all, because the nightclub had failed to provide audited financial statements required by the SEC. Instead, LiveStar would lease the Toronto venue, and Lall apparently would receive rental payments in addition to the cash and stock paid in connection with the original transaction. See, Update: Livestar Entertainment Group, Inc. — Sequels Seldom Live Up To The Hype.
Flash forward to late 2004, as LiveStar shifts its focus from sexy show biz to the sizzling VoIP market. VoIP - Voice Over Internet Protocol - allows users to make telephone calls over the Internet, offering an alternative to traditional telephone services. In November 2004, LiveStar threw its hat in the VoIP ring, declaring plans to acquire 50% of something called VOXBOX, an aspiring but fledgling VoIP company that did not appear to have any operations at the time. See, Update: Jupiter Global Holdings, Inc. - What? And Give Up Show Biz?
Major, well-financed players and established businesses, including Vonage, Time Warner and Comcast, already are firmly entrenched in the industry, and prepared to spend millions of dollars to capture customers. That did not deter VOXBOX’s President Ray Prescott, who proclaimed in a February 15, 2005 press release that “we are planning for VOXBOX to become a leading provider of VoIP services to consumers and businesses.”
Mr. Prescott proved to be as ubiquitous as LiveStar’s earlier partner of choice, Terence Lall. Just days after announcing the VOXBOX acquisition, Jupiter revealed that it had signed a letter of intent to acquire wireless telecom assets from an entity called Global Bancorp, Inc. The CEO of Global Bancorp was none other than Ray Prescott.
Soon the Company, which by now had changed its name to Jupiter, was extolling the success of VOXBOX. On March 8th, the Company issued a press releasing stating that it had entered into an agreement to sell “a minimum of 10 territories over a number of states” to a single unidentified telecom development and marketing firm. The Company later explained that dealers would have the opportunity to build a VOXBOX service in their assigned area. Emboldened by this development, the Company declared that it planned to become “the dominant force in the VoIP communications industry.”
Look out Vonage, Time Warner and Comcast. Here comes Jupiter. VOXBOX, it seemed, would be the foundation for Jupiter’s business.
Subsequent press releases continued to reflect VOXBOX’s standing as the cornerstone of Jupiter. On March 30, 2005, Jupiter disclosed plans to enhance its VOXBOX operations. The Company claimed that it was engaged in “discussions” with a “U.S.-based telecom services company that is generating over $12 Million in annual revenues,” and that would become “the Backbone” of its VOXBOX venture. Although the Company did not name the potential acquisition candidate, it described the target as a “facilities-based telecom applications service provider” that would provide VOXBOX with instant revenues and a customer base.
VoIP was not the only venture on Jupiter’s agenda. The Company also pursued and closed the acquisition of an entity called PromoStaffing.com LLC, which it described as “a revenue generating promotional marketing company with clients such as Chrysler, AT&T, PepsiCo, Campbell's Soup, Wal-Mart, Malibu Rum and Coca Cola.” The amount of those revenues remains the subject of conjecture; Jupiter has not yet filed any financial statements for PromoStaffing.
In fact, Jupiter has abruptly stopped filing required current financial information with the SEC. The Company last filed a current financial report on November 22, 2004 - a Form 10-Q for the quarter ended September 30, 2004. On December 3, 2004, Jupiter filed an Amended Form 10-K Annual Report for the year ended December 31, 2003. The Company has provided no current financial information for the period since September 30, 2004 – a full nine months. On March 31, 2005, Jupiter advised the SEC that it would be unable to file its Form 10-K for the year ended December 31, 2004 in a timely manner, but promised to do so by April 15, 2005. That report still has not been filed. On May 13, 2005, the Company requested additional time to file its quarterly report for the period ended March 31, 2005. That report also has not been filed.
Jupiter may not have been filing financial reports but it continued to issue press releases at a rapid pace. On May 12th the Company announced that its planned acquisitions were progressing and claimed that “upon closing and financing all of its current and planned holdings,” Jupiter’s financial statements would reflect $10 to $12 million in revenues and $3 to $5 million in assets. It appeared that VOXBOX and PromoStaffing were expected to form the foundation of this burgeoning business.
There were, however, changes on the horizon. On May 17th, Jupiter announced that it planned to move forward with plans to spin-off PromoStaffing as a separate public company - “but not until the Company files Promo Staffing's audited financial statements.”
Then, suddenly, the VOXBOX foundation began to shake. On June 9th, Jupiter announced that it also planned to spin-off VOXBOX as a separate public company in order to help VOXBOX obtain funding. Would Jupiter continue to control VOXBOX, the foundation of its operations? Unfortunately, that did not seem to be the case. VOXBOX was drifting away from the Company – just as “The Sequel” had a year earlier. On June 13th, Jupiter stated that Global Bancorp would purchase VOXBOX as part of a “restructuring plan.” Global Bancorp, which trades on the Pink Sheets under the symbol GBBI, would then change its name to VOXBOX, and poof, VOXBOX would become a public company – or at least a public company would become VOXBOX.
A day later, on June 14th, the Company announced that it had signed a Letter of Intent to acquire that “US based telecom services company” as a complement to VOXBOX. But who would that benefit – Jupiter or Global Bancorp?
Where will this leave the Jupiter shareholders? According to the June 13th press release, Jupiter would receive “a minority interest” in Global Bancorp and retain the right to acquire up to 50% of Global Bancorp in the future. A June 15th press release said that Jupiter would be receiving somewhere between 3.5 million and 5 million shares of Global Bancorp in exchange for VOXBOX, and that those shares would be distributed to Jupiter shareholders as a dividend “on a reasonable prorated basis.”
Unfortunately the definition of reasonable has proven to be fluid – and quite confusing. On June 21st, the Company announced that all shareholders as of July 1, 2005 would receive “a dividend on a 200-for-1 prorated basis of the common stock JUPITER owns in Global Bancorp.” If shareholders thought that meant they would receive 200 shares of Global for each share of Jupiter, they were wrong. Less than five hours later, the Company issued a second press release clarifying the issue: each shareholder of Jupiter would receive one restricted share of Global Bancorp for each 200 shares of Jupiter owned.
On June 27th those numbers changed once more. Jupiter was now saying that its shareholders would receive one restricted share of Global Bancorp for every 20 shares of Jupiter after giving consideration to a recent 10 for 1 forward stock split by Global Bancorp. What will those shares be worth, assuming they become non-restricted in the future? Global Bancorp does not file regular public reports so the value of that Company remains a mystery.
For months, Jupiter had been extolling the potential of VOXBOX – suggesting that it would provide a foundation for enhanced assets and revenues. Then, as it had in the past, the Company appeared to be abandoning its prized venture. Shareholders may be reassured – or troubled - by the idea that VOXBOX has not really moved far away, even if it has been removed from the Jupiter balance sheets, should they ever reappear in the form of public filings. Jupiter maintains its offices at 62 W. 8th Ave., 4th Floor, Vancouver, BC, Canada. Global Bancorp maintains its offices at 62 West 8th Ave. Suite 400, Vancouver, BC, Canada.
Howdy neighbor.
IF YOU HAVE QUESTIONS OR COMMENTS FOR STOCKPATROL.COM, CONTACT US AT editor@stockpatrol.com
Aries Why in the world would any consultant sell there shares for under bid/ask... It just does not make any sense. The S8 shares are given to employees and consultants. They would then in turn sell them to the highest bidder. No reason to sell them for less.
I just saw this on RB...That explains the big block sales below bid/ask Shit we are in trouble. This will r/s soon and the stock will be worthless
Cornell Capital Partners, a hedge fund that specializes in finance for ailing penny-stock companies, is being investigated by securities regulators for its trading activity in shares of nine companies.
The Jersey City, N.J.-based hedge fund, which has more than $200 million in assets, disclosed the investigation in its most recent audited financial statement, a copy of which was obtained by TheStreet.com. Copies of the hedge fund's 2004 financial statement were mailed to Cornell investors in late August.
The Securities and Exchange Commission investigation of Cornell stems from a broad-based regulatory inquiry into allegations of manipulative trading in the $17 billion-a-year market for PIPEs, the Wall Street acronym for private investment in public equity.
For the past two years, securities regulators have been looking into the activities of hedge funds that invest in PIPEs and the brokerages that help arrange these private stock sales for companies in desperate need of cash. TheStreet.com previously reported that at least three other hedge funds -- HBK Investments, Gryphon Partners and Alexandra Investment Management -- are being investigated by regulators.
PIPEs are a popular financing route for tiny, cash-strapped companies, which raise money by selling discounted shares to investors in a privately negotiated transaction. But the ability of a big trader to purchase thousands of shares of discounted stock also makes the PIPEs market ripe for abuse by unethical short-sellers -- traders who bet a stock will decline in price.
Mark Angelo, the founder and president of Cornell, says regulators haven't told him they've found any wrongdoing involving the hedge fund. Angelo says Cornell is probably being investigated because it's a major PIPEs player and is involved in so many deals each year.
"I think they're looking at all people in the PIPEs space,"' says Angelo. "Most of our investors view it as non-issue
Since its inception in 2001, Cornell has provided financing to more than 120 speculative, mostly money-losing companies, many of which trade shares on the over-the-counter Bulletin Board. In the third quarter of this year, Cornell was the ninth most active PIPEs investor, sinking $38 million into 10 different deals, according to PlacementTracker, a private placement research firm.
The PIPEs market has been a profitable niche for Cornell. In 2004, it realized a $20 million net gain on investments, according to the financial statement. It took in another $3.4 million in investment income.
The investigation of Cornell began in July 2004 with the SEC requesting information about its "funding of and trading" in shares of Bio-One, a defunct nutritional supplement company that had operated out of Winter Springs, Fla. Cornell had been the primary investor in two PIPEs deals that raised $25 million for Bio-One and enabled the company to make two small acquisitions.
By this summer, the SEC investigation had expanded to include eight other companies Cornell had invested in. The audit doesn't disclose the names of the other companies. However, the 13-page report notes that Cornell received a subpoena from the SEC on July 18, 2005, seeking documents "related to the funding of and trading in the common stock of Bio-One and eight other portfolio companies in which the partnership is invested."
Two months ago, the SEC reached a settlement with Bio-One over allegations that its financial statements failed to disclose an August 2004 default on a $15 million promissory note to a company it had acquired earlier that year.
Angelo says the SEC began investigating Cornell because it had provided financing to Bio-One. But he says Bio-One company kept the default on the promissory note hidden from Cornell, too.
"We have no idea why we were named in this, other than that we are an investor," says Angelo. "I have no idea why we were named."
Stock Patrol Report...This is Fact !!!
If you have questions go to stockpatrol.com
UPDATE: LIVESTAR ENTERTAINMENT GROUP, INC. (OTCBB; LSTA) — EASY COME, EASY GO
Investigative Reports
August 5 2004
Is history about to repeat itself at Livestar Entertainment Group, Inc. (OTCBB: LSTA)? As we reported earlier, the Company’s agreement to acquire a Toronto, Canada nightclub called “The Sequel” from an individual named Terrence Lall was aborted when the seller was unable to deliver audited financial statements – but not before Mr. Lall enjoyed a generous payday.
The deal called for Lall to receive a package that included $35,000 and one million preferred shares of Livestar stock that were convertible into 40 million shares of Livestar common stock. Lall received an additional 19 million shares of common stock as a consultant to Livestar. There has been no indication that he returned any of the cash or shares after the transaction died. See Update: Livestar Entertainment Group, Inc. – Sequels Seldom Live Up To The Hype.
So what is the next project on Livestar’s agenda? On July 7, 2004, the Company announced that it was entering into a joint venture to open a “liquor licensed entertainment establishment called “Elm Street” in Toronto. The joint venture partner? Terrence Lall, who will own 49% of the project. Livestar’s President, Ray Hawkins, projected that Elm Street “could potentially generate revenues of approximately $2 million annually with potential earnings of 15% post tax.” Presumably, 51% of those profits would go to Livestar.
Before “Elm Street” can enjoy any of those profits, however, it will have to be built and become operational, and that could prove costly. The July 7th press release did not indicate how the project would be financed. Livestar’s current revenues (approximately $58,000 for the first three months of 2004) will hardly support a major renovation. In fact, for the first quarter of 2004, Livestar suffered operating losses of more than $273,000.
Livestar may not have much money, but it has plenty of shares – at least for now. On June 25, 2004, the Company asked its shareholders to approve an amendment to its Articles of Incorporation which increased the number of authorized common shares from 1 billion to 10 billion. The Company indicated that a significant number of the shares were likely to be utilized for acquisitions and equity financings, and to compensate consultants, attorneys, accountants and investment bankers.
It did not take long for the Company to find a use for a major portion of those shares. On July 1, 2004, the Company filed a Form S-8 registering 700 million shares of common stock, consisting of 350 million shares to be issued under its “Employee Stock Incentive Plan For the Year 2004 No. 4,” and 350 million shares of common stock to be issued under its “Non-Employee Directors and Consultants Retainer Stock Plan For the Year 2004.” The Company did not identify the employees, directors or consultants who would be receiving the shares.
Livestar, it should be noted, has only two directors - its CEO and President, Ray Hawkins and its Chief Operating Officer and Chief Financial Officer, Edwin Kwong.
Livestar had been increasing the number of issued and registered shares since the beginning of 2004. As of December 31, 2003, the Company had approximately 280,000 shares of common stock outstanding. Then it opened the spigots. Between January 1st and May 7th, the Company filed six separate Forms S-8, registering a total of 715 million shares to be issued to a combination of employees and consultants. In addition, during the first quarter of 2004, Livestar granted its employees options to acquire 118 million shares of common stock.
As it turned out, the Company was far from done. On August 2, 2004, Livestar filed a Form S-8 registering 6 billion shares – 5 billion to be issued under its “Employee Stock Incentive Plan For the Year 2004 No. 5,” and one billion to be issued under its “Non-Employee Directors and Consultants Retainer Stock Plan For the Year 2004 No. 2.”
Once again, the Company did not identify any of the individuals who would be receiving shares.
In less than eight months, Livestar had registered more than 7 billion shares. Perhaps that explains why the Company often trades more than 20 million shares a day. Indeed, it has traded over 100,000 shares on nine trading days since late June.
Unfortunately, the identity of the sellers, like that of the S-8 recipients, remains a mystery.
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argonath... Are you nuts... You must work for Jupiter....
16 S8"s in the past three years...Did you read the Stockpatrol report on RB... These guys have been making money by reverse splits, Issuing more shares, and giving themselves shares as Consultants for years... A reverse split would just be another way for them to issue another 10 billion shares and everyone here would loose all there money...You are definitely working for Jupiter... No one in there right mind would ever ever ever say a reverse split is good for Jupiter!!! I will post the stock patrol report from RB...
It sounds like you a pumping for JPHC
So you think they are honest now because they changed the name of the company to Jupiter Global Holdings. I don't think so. They are still the same people that were involved the the fraud of Investors.
Who cares if the article is a year old. If these guys are a fraud that's all that matters. They are a fraud according to the article.
This Article is real. It's from KYC News Inc. Look it up yourself.
SEC investigates...Read this Article
By j - Some tangents: HIET, 2DoTrade etc on 6/12/2004 10:25:05 AM
E-mail: jurisper@hushmail.com
A few bits and pieces linked to this & relating to some discussions here.
In the current action the SEC is filing to compel LOM's principals to answer subpoenas relating to trading in Sedona Software (NB: not the Rhino-related Sedona Corp) and HiEnergy Tech (HIET). The general context is schemes in which insiders gain hidden control stakes in penny shells, engineer a reverse merger and then dump into the ramp. The SEC believes LOM and/or its clients have various degreees of involvement in some of these scams.
- HIET has been mentioned here recently as having been a Gurian stock, and in relation to Gurian buddy Barry Alter, former HIET president. Alter is also a former director & secretary of a stock which appears to have been an aggressive boiler-room pump recently, SBS Interactive.
SEC declarations in this LOM action state that Gurian appeared to contol about 71% of HiEnergy, and Alter 10%, forming an "undisclosed control group" with 80%+. The SEC believes that LOM traded substantial quantities of the stock & has records which can shed light on manipulation.
- SHEP Technologies. Although this doesn't seem to have been the subject of a specific subpoena, the SEC attorneys say they believe LOM & its principals had a large part to play in apparent manipulation of SHEP. They believe LOM assisted with concealment of an 88% control stake for clients James Curtis and Todd Peever, both Canadian.
Curtis and Peever appear to be fairly well-known Vancouver stock promoters. Devinder Randhawa, a former LOM Western Securities broker, was disciplined for conflict of interest in his relations with Peever over a decade ago. From a Brent Mudry piece in 2002:
"[Randhawa] worked for several firms, eventually settling down at Canaccord Capital, then known as LOM Western Securities Ltd. This promising career was abruptly ended when Mr. Randhawa was fired by Canaccord in June, 1993, when it was learned that he violated exchange rules in his dealings with junior explorer Achievers Training Group Inc. After Canaccord quickly washed its hands of Mr. Randhawa, the Vancouver Stock Exchange held a hearing in the matter. The exchange took issue with Mr. Randhawa receiving money from Achievers, a company for which Canaccord was acting as agent at the time. The exchange alleged that Mr. Randhawa, acting on behalf of Achievers, toured the world with Achievers president Todd Peever, promoting the company and negotiating potential business ventures. This arrangement would not have broken the rules under normal circumstances, however, the busy Mr. Randhawa was arranging financing for Achievers in his role as a Canaccord broker at the same time. ... A light $5,000 fine, later reduced to $2,000, was eventually handed down to Mr. Randhawa, and he was required to be placed under strict supervision if re-employed in the industry."
Randhawa appears to be mainly involved with the promotion and management of Canadian resource juniors these days, but he seems to also have a side-line in setting up Nevada "blank check" shells for penny stock reverse mergers. Some of these shells & subseuent RMs:
Tripacific Development Corp
Blue Moon Investments
Livestar Entertainment Group Inc[formerly Rrun Ventures Network Inc ]
Eye Catching Marketing Corp
Triwest Management Resources Corp
Eastern Management Corp [ formerly Inforetech Inc ]
Consumer Marketing Corp
Edgetech Services Inc [ formerly Secure Enterprise Solutions Inc ]
Big Cat Mining Corp
Caddo Enterprises Inc
Northport Investments Inc [ formerly Quicksilver International Holdings Inc ]
Retail Highway Com Inc [ formerly International Fuel Solutions Inc ]
Solid Management Corp
Teda Technologies International Inc [ formerly Express Investments Associates Inc ]
Gasco Energy Inc [ formerly San Joaquin Resources Inc ]
Quick Med Technologies Inc [ formerly Above Average Investments Ltd ]
I mentioned one of these, Quick Med, in messages here a while back. It has ex-generals on its board and the head of research of Federated Investors as its chairman.
Presumably these luminaries were not happy when corporate counsel, Michael D. Karsch, was arrested last year for his alleged involvement in a nasty little anthrax scam, 2DoTrade Inc. After this came to light, Quick Med conducted an internal probe and reported serious irregularities with the transactions involved in the RM with Randhawa's shell, concerning a bogus merchant bank and alleged plans to dump stock, perhaps involving Karsch (although this was not explicitly stated, and there was also no explicit mention of any involvement by Randhawa).
The 2DoTrade scam has similarities to the some of the SEC allegations in the LOM action. Insiders gained control of 99% of the stock via forward splits, without an SEC registration & with the aid of a helpful attorney to get the stock free trading. Then they announced a RM, launched a a spam campaign, and dumped into the ramp.
Some of the 2DoTrade accused used LOM Cayman Islands to dump (notably recidivist Belgian pennyscammer Dominic Roelandt and PA promoter Barry Gewin).
In fact, 2DoTrade was just one product of an alleged RM-scam "factory", the subject of a parallel SEC action. See http://www.sec.gov/litigation/litreleases/lr18381.htm for the SEC complaints.
The 2DoTrade civil action is on hold while Karsch & other defendants await the return of the jury in the linked criminal trial in DC - probably early next week.