SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10KSB/A**





[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      fiscal year ended **December 31, 2004**







[
      ]
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
      SECURITIES EXCHANGE ACT OF 1934





For
      the
      transition period from ________ to _________













Commission
      File No. 000-27233





**JUPITER
      GLOBAL HOLDINGS, CORP.**


(Exact
      name of Registrant as specified in its charter)








**NEVADA**
            **98-0204736**(State
                or other jurisdiction of
            (I.R.S.
                Employer Identification Number)incorporation
                or organization)







**62
      W. 8th Avenue, 4th Floor**


**Vancouver,
      British Columbia, Canada V5Y 1M7**


(Address
      of principal executive offices) (Zip Code)





Registrant's
      telephone number, including area code: **(604)
      682-6541**





Securities
      registered pursuant to Section 12(b) of the Act: NONE





Securities
      registered pursuant to Section 12 (g) of the Act:


Common
      stock authorized at $.0001 par value.





Check
      whether the issuer (l) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. [ ] Yes [X ]
      No





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. [ ]








Revenues
      for 2004 were $683,613.





The
      aggregate market value of the voting stock held by non-affiliates computed
      by
      reference to the last reported sale price of such stock as of July 31, 2005
      is
      $647,623. Our common stock is quoted at the present time. At July 31, 2005,
      our
      stock's closing price was $0.0004 per share. This price, however, is an
      inter-dealer price without retail mark-up, mark-down or commission and may
      not
      represent an actual transaction.





The
      number of shares of the issuer's Common Stock outstanding as of July 31, 2005
      was 1,619,057,020 .








Transitional
      Small Business Disclosure Format (check one):


Yes
      [ ]
      No [ X ]










PART
      I





**Item
      1. Description of Business**





CORPORATE
      HISTORY





United
      Management, Inc. was incorporated on January 29, 1997 under the laws of the
      State of Nevada. In December 2000, United entered into an agreement to merge
      with RRUN Ventures, Inc. by acquiring all of RRUN's issued and outstanding
      shares of capital stock. RRUN Ventures Inc. was founded in Vancouver, British
      Columbia in June of 2000 and incorporated in October 2000 under the laws of
      Nevada. Final approval of this merger was obtained from the shareholders in
      August, 2001. At the same time as the approval of the merger, United adopted
      its
      new name, RRUN Ventures Network, Inc. Also acquired in the merger was a majority
      shareholder position in RAHX, Inc., a Nevada corporation, which was incorporated
      in 2000 ("RAHX"). In September, 2001, JUPITER co-founded AXXUS Corporation,
      a
      Nevada Corporation, which was incorporated in September 2001. In August of
      2002,
      the Company formed RVNI Management Ltd., a British Columbia Corporation, as
      a
      wholly owned subsidiary. In November of 2002 the Company divested of its AXXUS
      Corporation subsidiary. A discussion of the divestiture of AXXUS Corporation
      may
      be found in Form 8-K filed with the Commission on December 16, 2002. In June
      2003, RRUN Ventures Network, Inc. changed its name to LIVESTAR ENTERTAINMENT
      GROUP, INC. as the Company began to purely development entertainment businesses.
      In the fiscal year 2004 the Company consolidated its common stock 1000:1 in
      September, 2004, and a second time consolidation of 2000:1 in November, 2004.
      In
      January 2005 the Company changed its name to JUPITER GLOBAL HOLDINGS, CORP.
      The
      Company changed its name to better reflect is shift from focusing solely on
      entertainment by implementing a diversification plan.





GENERAL
      OVERVIEW





JUPITER
      GLOBAL HOLDINGS, CORP. ("JPHC" or "JUPITER" or "the Company") is
      a
      holding company with interests and developments in a diverse number of growing
      industries such as the VoIP telecom industry, promotional marketing industry
      and
      entertainment industry.





During
      the fiscal year 2003 the Company implemented its plan of focusing mostly on
      entertainment businesses. During the fiscal year 2004 the Company continued
      the
      execution of its business plan of producing live events and developing and
      operating entertainment establishments. In the latter part of the final quarter
      of 2004 the Company began the implementation of a diversification plan to
      transition the company to a holding company structure with holdings in
      industries other that entertainment.





In
      January 2005 the Company changed its name to JUPITER GLOBAL HOLDINGS, CORP.
      to
      better reflect is shift from focusing solely on entertainment by implementing
      a
      diversification plan.





The
      following is an overview of the business operations of the Company under its
      diversification plan:





o
            On
                December 28, 2004, the Company executed a joint venture agreement
                to
                develop a Voice Over Internet Protocol (VOIP) business called VOXBOX.
                The
                joint venture agreement resulted in the formation of VOXBOX Telecom,
                Inc.
                where the Company acquired 50% of VOXBOX Telecom, Inc. In June 2005
                the
                Company restructured its holding in VOXBOX Telecom, Inc. with
                its
                joint venture partner Global Bancorp, Inc. whereas the Company sold
                its
                holding in VOXBOX Telecom, Inc. to Global Bancorp, Inc. for a minority
                to
                stake in Global Bancorp, Inc. a (Global Bancorp, Inc. is now called
                (VOXBOX World Telecom, Inc. and trades its common stock on the Pink
                Sheets
                under the ticker symbol VXBX)





o
            The
                Company is currently negotiating to acquire other assets or businesses
                to
                aid in the development of its VoIP
                business.





o
            On
                  April 15, 2005 the Company executed an agreement to acquire 60%
                  of
                  Promostafffing.com LLC. (“Promo Staffing”), a business in the promotional
                  marketing industry.








§
            Although
                  the Company contractually closed the transaction to acquire Promo
                  Staffing, the Company anticipates that the transaction may have
                  to be
                  voided due to unforeseen delays that have caused disputes between
                  the
                  Company and Promo Staffing, specifically the Company’s providing of
                  financing post-closing to Promo Staffing, pursuant to the acquisition
                  agreement underlying the transaction. In addition, pursuant to
                  the
                  agreement, the Company is responsible for providing audited financial
                  statements of Promo Staffing within 75 days of the filing of the
                  Form 8-K
                  disclosing the acquisition. There have been delays in completion
                  of the
                  required audit as a result of delays caused by the accountants
                  assigned to
                  complete the Promo Staffing financial statements. Nonetheless,
                  the Company
                  is still working towards the filing of audited financial statements
                  of
                  Promo Staffing so that the transaction can be finalized in accordance
                  with
                  the rules of the Securities and Exchange Commission. The Company
                  anticipates resolving any impending problems or disputes with Promo
                  Staffing in order to overcome the issues that may result in a voiding
                  of
                  the transaction.





o
            The
                Company currently has operations in the entertainment specifically
                live
                events through its LIVESTAR Entertainment Events International Inc.
                and
                LIVESTAR Entertainment Canada, Inc. wholly owned subsidiaries.. The
                Company is currently assessing its plan to continue business in the
                entertainment establishment industry due to the development of this
                line
                of business of being suspended by management of the Company in December
                2004.





§
            In
                December 2004 the Company’s establishment business in terms of development
                and operations were suspended indefinitely. This overall suspension
                of
                operations and developments was done due to lack of capital to sustain
                operations and developments and also to provide management the opportunity
                to determine the role of its entertainment businesses in its
                diversification plan. Specifically, the operations of 1614718 Ontario
                Inc.
                operating under a business lease of the nightclub Sequel was discontinued
                in December 2004. The discontinuation of operations was due to a
                lack of
                capital to fund ongoing operations and continued disputes with the
                landlord regarding rents due and a new premises lease. These disputes
                with
                the landlord resulted in the landlord taking possession of the premises
                in
                December 2004. The Company is strongly considering plans to pursue
                legal
                remedies against the landlord for damages the Company feels may have
                been
                caused to it due to the landlord’s actions. The Company, in December 2004,
                also discontinued its development of the Elm Street establishment
                project
                in Toronto, Ontario. This discontinuation was a direct result of
                the lack
                of financing to continue and therefore complete the Elm Street project.
                Other establishment projects under negotiation or development such
                as the
                Manhattans restaurant project were also discontinued in late 2004.
                These
                other projects such as the Manhattan’s restaurant project were
                discontinued due to the lack of capital to continue and therefore
                complete
                the projects.





o
            The
                Company is currently working to acquire other assets or businesses
                to add
                to its holdings.





CURRENT
      BUSINESS STRATEGY





Our
      business strategy is to build through venture development and acquisition a
      holding company with holdings in a diverse range of businesses.





Our
      overall implementation plan of this strategy is to build our lines of businesses
      through venture development, acquisitions and mergers.





The
      Company intends to initially focus investment capital it intends on the
      following lines of business and respective holdings:





1.
      VOIP
      Telecom





2.
      Promotional Marketing





3.
      Entertainment







Currently
      the Company's RAHX business unit is non-operational. RAHX houses several
      entertainment technology based concepts and properties that, based on the
      decision of management, may be terminated, or divested of. RAHX may also be
      used
      to house businesses core to, or related to, the Company’s live entertainment
      strategy. The Company’s RRUN Labs unit is non-operational and at the appropriate
      time may be wound-down.





Other
      subsidiaries may be formed to house certain business operations or synergistic
      secondary business operations.





As
      the
      Company progresses on its diversification plan, it may venture develop lifestyle
      businesses that synergize with its holdings. These other potential venture
      development businesses may include, but not be limited to, music, online
      entertainment, merchandising, membership services, and media publishing and
      filmed entertainment. Many of these potential venture development businesses
      were previously identified as being in the future plans for the Company. The
      Company is also reviewing potential acquisitions and venture development in
      other diverse industries such financial, technology and real
      estate.





REVENUE
      GENERATION





As
      a
      venture development and holding company JUPITER hopes to generate income through
      the following methods:





1.
            Product
                Sales - sales of products and services generated via the JUPITER
                subsidiaries/business units.


2.
            Administration
                Fees - JUPITER may charge its business units a number of fees that
                include: rent, utilities, leasing, corporate
                services.


3.
            Revenue
                Sharing - as a method of return of investment from a business unit,
                JUPITER may directly share in the revenue generated by the
                unit.


4.
            Dividends
                - at the end of each period, JUPITER will receive its proportionate
                profit
                share from the dividends issue, if any, from each of its business
                units.


5.
            Sale
                Of Business Units - JUPITER will only sell a partial or full ownership
                stake in a business unit when the sale will benefit the JUPITER
                shareholders more than continuing the operations of the unit through
                the
                JUPITER organization.


6.
            Financing
                Charges - JUPITER plans to earn interest and other financial related
                income for possibly lending capital to its business units. This lending
                activity may only happen upon the Company acquiring its capital needs.


7.
            Venture
                Development & Support Services - JUPITER may charge its subsidiaries
                fees for the use of its functional units that help develop the business
                unit. This includes use of the Accounting, HR, Marketing, Sales,
                Technology Development, and
                Finance.








OUR
      BUSINESSES





VOXBOX
      OVERVIEW





Voice
      Over Internet Protocol (VOIP) is a technology that allows people to make
      telephone calls using a broadband Internet connection instead of a regular
      (or
      analog) phone line. Through VOIP, consumers are able to make local and
      long-distance calls for a flat rate that is lower than their existing analog
      rate and with the same quality.





VoxBox
      will sell and service VOIP services to home users and small medium enterprises
      with a focus on established relations with community based organizations and
      Affinity groups. The company’s mission is to provide
      the customers in our community with quality brand-name VOIP solutions,
      reliable and professional Technical Support, Customer Service, and to
      earn
      a fair profit for our employee-owners and stakeholders by embracing sound,
      ethical business practices.





VOXBOX
      MARKET ANALYSIS





There
      were an estimated 1 - 2 million VoIP users in North America at the end of 2004.
      Industry projections are that VoIP will carry 75% of the industry’s traffic by
      2007.





During
      the 1990s, regulatory bodies the world over deregulated national telecom
      industries. As a result, nascent players jumped into the fixed-line and mobile
      telco markets. However, the new players faced significant barriers to
      entry:





·
            the
                capital costs of market entry were high (especially for those new
                entrants
                who chose to build their own backbone, or trunk
                network)


·
            on
                the fixed-line service side, established players controlled the “last
                mile” connection to the consumer, which the incumbents used to slow the
                competitive onslaught.





After
      15
      years of heavy competition over the telecom landscape worldwide telecom prices
      have decreased significantly, but to a large degree the original incumbents
      control most of the market. There has been significant encroachment on related
      telco turf, as cable operators have made a significant dent in providing
      high-speed (broadband) Internet service.





VOXBOX
      COMPETITORS AND COMPETITIVE BUSINESS CONDITIONS





There
      are
      several different kinds of VOIP providers within the industry
      including:





1.
            VOIP Providers:
                often focused on their own brand of hardware, usually offering
                only a
                minimum of software, and variable amounts of service and support.
                Their
                services are solely providing VOIP and are the early entrants in
                the
                industry, (ex. Vonage). However, these companies are not local to
                their
                customer, which is becoming a barrier. For example, ISP providers
                like AOL
                and Prodigy provided Internet connectivity in the early days, but
                soon
                lost significant market share to companies that could provide same
                service
                locally with value added services. As the VOIP industry matures,
                these
                companies will loose market share as more community based programs
                emerge.




2.
            Chain
                stores and computer superstores: usually offer decent walk-in service,
                with very aggressive pricing, and little support. Many have formed
                relationships with companies such as Primus, who sells their VOIP
                service
                through stores such as Future Shop.





3.
            Online orders:
                offer aggressive pricing of boxed product. For the purely price-driven
                buyer, who buys boxes and expects no service, these are very good
                options.
                In the long term not a viable business strategy and will be the first
                companies acquired in the consolidation process by local companies
                offering the same service, but
                local.





VoxBox
      will compete against the providers outlined by being a locally focused service.
      In doing so, VoxBox will be able to adapt to the needs of that market and
      provide a customized solution.





PROMO
      STAFFING OVERVIEW





Promostaffing
      is a promotional marketing business based in Miami, Florida with clients that
      span across the United States. The Company specializes in helping brands reach
      the 18-34 year old market by using staffers to execute a number of consumer
      promotions in a live environment. Promostaffing offers a range of integrated
      services that allow its clients to deliver a desired consumer experience.





Promostaffing
      utilizes a number of divisions that complement one another:





1.
            PromoAdvisors


Helps
      guide and implements critical campaigns, media awareness, logistics, and full
      creative packages.





2.
            PromoClicks


Based
      on
      Promostaffing’s unique proprietary software solution, PromoClicks provides
      innovative ways to take a client’s event to the next level with on-site
      photography that drives consumers to their website to pick up their branded
      photographs.





3.
            PromoSponsors


Bridges
      the gap between brands and events by identifying the right sponsorship
      opportunity for a brand to participate in.





4.
            PromoUrban


Develops
      customized and innovative programs designed to help brands connect with the
      urban lifestyle; specializing in fashion, entertainment, music, and
      food.





PROMO
      STAFFING MARKET ANALYSIS





Traditional
      marketing methods years ago comprised of print, radio and television buying
      that
      targeted a mass audience. As western consumers became wealthier, consumer
      markets became highly fragmented and it became increasingly difficult to reach
      key demographics (particularly 15-45 year olds). The scramble to reach finicky
      consumers in part resulted in the development of the promotional marketing
      industry; some aspects of which have been applied for many years and can now
      be
      considered as being under the banner of mainstream marketing.





Promotional
      marketing is becoming one of the fastest growing sectors of the marketing &
      advertising industry and those companies that can provide these services can
      capture a highly profitable portion of the $140 Billion advertising market.
      According to Promo Magazine, the Top Ten Ranked Agencies alone account for
      2003
      revenues of $710 Million.





It
      is
      estimated to be worth in the range of 20% of GDP in advanced economies and
      is
      growing at slightly less than nominal GDP (about 3%-5% pre year).





Figures
      for the size of the promotional marketing industry are difficult to come by,
      as
      many of these activities defy categorization, but it is safe to assume that
      the
      promotional marketing industry is worth several tens of billions of dollars
      worldwide, with an epicenter in the United States where many of the techniques
      have been and are continuing to be pioneered. The promotional marketing industry
      is estimated to be growing at 2x-3x the stagnant growth rate of the overall
      marketing industry.





Promotional
      marketing services are comprised of:





·
            Spokesmodel/staffing
                solutions - whereby a marketing firm provides individuals tutored
                in a
                client’s products/services as an extension of a client’s internal sales
                force.


·
            Interactive
                marketing - traditional marketing often asks little from a potential
                customer except passive attention; by contrast interactive marketing
                programs are designed to have the potential customer participate
                actively;
                the simplest forms of interactive marketing can involve (e.g.)
                participation in a game for prizes, but increasingly marketers are
                applying more advanced techniques, often in situations where a potential
                consumer has no idea he/she is participating in a marketing
                activity.


·
            Creative/niche
                sponsoring activities - may include product
                placement


·
            Aspects
                of online marketing.








PROMO
      STAFFING COMPETITORS AND COMPETITIVE BUSINESS CONDITIONS





Promostaffing
      faces competition from the following major rivals:





Company
            Parent
                Co.
            2004
                Revenues
            2
                Yr Growth
            Major
                ClientsMomentum
                Worldwide
            Interpublic
                Group of Companies
            $81
                M
            43%
            Microsoft,
                Amex, Coca-ColaGMR
                Marketing
            Omnicom
                Group
            $91
                M
            29%
            New
                Balance, Sony, WhirlpoolAspen
                Marketing Services
            Independent
            $59
                M
            66%
            General
                Motors, Walgreens, Qwest








The
      following factors, contribute to Promostaffing’s ability to grow and move ahead
      of its competition:





·
            Proximity
                to Key Influencers - Since Promostaffing is based in Miami, Fl, it
                is in a
                location where 18-34 year olds visit throughout the year. Miami is
                recognized for their nightlife and fashion, two key aspects of the
                demographic’s lifestyle. Being in Miami allows the Company to stay in tune
                with the latest trends and styles - valuable information for the
                Company’s
                target clients.





·
            Packaged
                Solution - Because Promostaffing can provide an end-to-end solution,
                it
                provides a more efficient experience for clients. With many competitors,
                clients need to use an ad agency for creative, a promotional marketing
                company for execution, and another company or internal division for
                measurement. With Promostaffing they only need to deal with one company
                for all the above. In addition, Promostaffing’s various divisions offer
                complementary services that provide additional value to the
                client.





·
            Full
                Time Staff - Unlike many of its competitors, Promostaffing does not
                use
                free-lance staffers who they call when there is work. Instead, the
                Company
                has a full-time staff that is paid on regular intervals, not just
                when
                they work. This allows the Company to have the ability to turn on
                a
                promotion within short notice (2 days). Because of this flexibility,
                Promostaffing has often been called upon to take over a client’s promotion
                at the last minute because the old vendor was not able to execute
                the
                campaign.








LIVESTAR
      LIVE ENTERTAINMENT EVENTS OVERVIEW








There
      are
      many companies that provide or organize live events.


However
      there are no major companies that focus on events produced for nightclubs,
      or
      events strictly aimed at the 18-34 year old market.





JUPITER's
      Live Events unit plans to service its target market with dynamic live
      entertainment ranging from concerts, festivals and special events such as
      fashion shows and contests.





The
      Live
      Events unit will be a stand alone business although synergistic with other
      Company units. Therefore the Live Events unit will produce events outside of
      the
      potential network of establishments in other venues and possibly in
      establishments owned by competitors. We plan to be a promoter of live events
      in
      USA, Canada and eventually internationally as our business grows. The live
      concert events that we plan to promote and distribute will reflect a diverse
      array of music genres, including pop, rock, hard rock, latin, hip hop, rap,
      blues, R&B, jazz, soul, funk, and may appeal to an equally diverse
      demographic base although focused on 18-34 year olds.





The
      Live
      Events unit aims to become the leader in promoting and marketing special events
      and concerts targeted at 18-34 year olds by:


-
      Focusing on producing only entertainment focused special events and
      concerts.


-
      Being
      very DJ and urban music driven.


-
      Producing hi-concept one of a kind events and tours, whether one time only
      or
      recurring periodically.


-
      Opening
      regional operations in specific geographic markets.


-
      Having
      the exclusive rights to producing events at all potential JUPITER entertainment
      establishments.


-
      Obtaining touring rights from touring shows. Touring shows consist primarily
      of
      revivals of previous commercial successes or new productions of theatrical
      shows.


-
      Executing partnerships, mostly exclusive in nature, with local independent
      event
      promoters to produce and promote special events and concerts. Gaining
      competitive advantage by using these independent promoters to lower costs,
      reduce risks, and learn specific market intelligence of that area.





We
      plan
      to execute on this believed competitive advantage through the
      following:





-
      JUPITER
      plans to take advantage of the above opportunity by producing events and
      concerts primarily for its potential establishments.





-
      JUPITER
      management has extensive knowledge of the networks of the independent special
      events promoters and intends to use this special knowledge to acquire them
      or
      form partnerships with them, and to promote both independent special events
      and
      also events targeted to its potential establishment operations.





As
      a
      producer of live events JUPITER plans to generate revenues through profit
      sharing agreements with promoters, a percentage of the promoters' ticket sales,
      merchandising, sponsorships, licensing and the exploitation of intellectual
      property and other rights related to the production. JUPITER plans to produce
      certain tours on both a national and regional basis.





A
      key
      future growth driver for the Company's Live Event unit is the possible
      presentation of live performances at our potential establishments by digitally
      capturing a wide array of audio and visual live entertainment content and
      distributing it through a variety of media, including the internet, and other
      forms of digital media, television and radio. This opportunity is especially
      apparent for touring shows that can attract a media viewing
      audience.





The
      Company anticipates that attendees of LIVESTAR's live events will remain
      connected and informed of upcoming events through various technology based
      products. The management anticipates that additional offline and online product
      and service offerings for its customers will be evaluated, developed according
      to feasibility and return on investment.





Sponsorships
      and Advertising





JUPITER
      plans to actively pursue the sale of corporate sponsorships for "official"
      event
      or tour sponsors to corporate types such as, beverage companies, credit card
      companies, phone companies, film manufacturers and radio stations, among others.
      Sponsorship arrangements can provide significant additional revenues at
      negligible incremental cost.





LIVE
      ENTERTAINMENT MARKET ANALYSIS





Live
      Events and Concerts (specifically live music entertainment)





According
      to Pollstar, the industry leader for the concerts industry, the U.S. industry
      is
      now a $2 billion dollar industry. The industry is dominated by Clear Channel
      Entertainment and House of Blues Entertainment.





The
      live
      music entertainment business is a large and growing industry. Artists have
      traditionally embraced live performances as a critical promotional tool for
      their recordings, as a platform to maintain direct interaction with fans and
      as
      a way to achieve a sense of authenticity and spontaneity in their
      work.


Similarly,
      consumers have typically sought out live performances to experience a personal
      connection with their favorite artists and fellow music enthusiasts and a unique
      presentation of their favorite songs.





Participants
      in the Live Music Entertainment Industry





The
      process of bringing a live concert to an audience requires the involvement
      of
      four key parties:





-
      artists;


-
      booking
      agents and other artists' representatives;


-
      promoters; and


-
      venue
      owners and operators.





An
      artist's representative, such as a booking agent, works with an artist to
      arrange a venue and date, or series of venues and dates, for performances and
      typically enters into contracts with promoters operating in the various regions
      of the planned tour. A promoter is responsible for securing individual venues
      for the event on given dates, marketing the event, selling tickets and arranging
      for local production services, such as stage, set, sound and lighting. The
      promoter may also provide limited production services. The promoter offers
      the
      artist a guaranteed dollar amount per show based on the expected attendance
      and
      the ticket price that is negotiated with the artist. The promoter and artist's
      representative also negotiate how the revenue in excess of the promoter's
      operating expenses and the artist's guaranteed amount will be
      split.





A
      venue
      operator provides the venue or establishment, which will host the event, and
      is
      responsible for supplying, either through internal means or by subcontracting,
      all of the necessary supplementary services required for the event. The venue
      operator is paid a fee for the use of the venue and receives a rental payment
      based on a percentage of ticket revenues. The operator also generates revenues
      from the services it supplies, including concessions sales, merchandise sales,
      parking and other ancillary services, as well as sponsorships. Additionally,
      the
      operator generates ancillary revenues from other high margin services such
      as
      VIP parking, corporate box seating, and related amenities, which generally
      command premium pricing. Industry participants, like House of Blues, often
      perform more than one of the booking, promotion and venue operation
      functions.





Venues
      typically fall into one of the following categories:


-
      stadiums, generally accommodating more than 32,000 patrons;


-
      arenas,
      generally accommodating 15,000 to 25,000 patrons;


-
      amphitheatres, open air performance spaces generally accommodating 4,000 to
      32,000 patrons;


-
      theatres, enclosed venues generally accommodating up to 6,000 patrons in fixed
      seating; and


-
      concert
      clubs, generally accommodating 2,000 or fewer patrons in more casual settings
      than theatres.





LIVESTAR
      ENTERTAINMENT COMPETITORS AND COMPETITIVE BUSINESS CONDITIONS





Competitors
      Overview





In
      its
      live events business JUPITER faces two major competitors. These
      are:





1.
            House
                of Blues


3. Clear Channel Entertainment





The
      House
      of Blues operates in the US and operates only in large live venues. It has
      a
      live events arm and a media arm. However it is oriented towards a mass market
      and not specifically to 18-34 year olds.





Likewise
      Clear Channel Entertainment primarily operates in the US but is again oriented
      towards a mass market. It is the largest live entertainment company in the
      world
      and is not focused on developing niches such as hip-hop or
      nightclubs.





Live
      Events Competitive Conditions





We
      expect
      to compete for music consumers, for relationships with artists, their
      representatives and record companies, as well as for advertisers and sponsors
      in
      markets where we plan to potentially own or operate an establishment and in
      markets where JUPITER does not now or plan to potentially own or operate
      establishment.





In
      markets where we plan to potentially own or operate an establishment, JUPITER
      will compete with other venues or establishments to serve artists likely to
      perform in that general region.





In
      markets where JUPITER does not potentially own or operate an establishment,
      JUPITER will compete with other venues for dates for popular national tours.
      Consequently, touring artists have significant alternatives to potential JUPITER
      establishments in scheduling tours. In addition, in the markets in which JUPITER
      will promote live events and musical concerts, it will face competition from
      event producers, promoters, as well as from certain artists that promote their
      own concerts. JUPITER believes that barriers to entry into the live events
      and
      promotion services business are low and that certain local promoters are
      increasingly expanding the geographic scope of their operations.





In
      addition to the competitive factors outlined above for each of the Company's
      business units, the success of the Company's entertainment operations are
      dependent upon numerous factors beyond the Company's control, including economic
      conditions, amounts of available leisure time, transportation costs, lifestyle
      trends and weather conditions.





JUPITER
      INTELLECTUAL PROPERTY





Trademarks





We
      believe that our success may depend to a significant extent on the strength
      of
      our trademarks, servicemarks, trade dress, copyrights and other proprietary
      rights that we plan to file for registration. The Company plans to file
      Intent-To-Use Trademark Applications for certain brands we are developing for
      our business units, for the various classes of goods and services in which
      the
      Company's marks will be utilized. In addition, the Company may file
      Intent-To-Use Trademark Applications for other proprietary programs developed
      by
      the Company. There can be no assurance, however, that these trademarks will
      proceed to registration, and if so registered, that the trademarks, in any
      one
      or more classes, will not violate the proprietary rights of others, that any
      registration of the trademarks or the Company's use thereof will be upheld
      if
      challenged, or that the Company will not be prevented from using the
      trademarks.





Patents





The
      Company is developing propriety, processes, products and services it may attempt
      to protect with patents.





JUPITER
      POTENTIAL LIABILITY





In
      addition to the Risk Factors described in the Exhibit to this filing, the
      operation of JUPITER’s businesses may result in liabilities or levels of
      unacceptance that may affect its profitability. Specifically, one or more of
      the
      factors listed below may result in liability or levels of unacceptance that
      may
      harm its present or future operations:





Governmental
      Licenses and Approvals





The
      Company is subject to various rules, regulations and laws affecting its various
      businesses. Each of the Company's businesses may be subject to licensing and
      regulations by a number of governmental authorities, including state, province
      or municipality in which the businesses conduct operations. Difficulties in
      obtaining or failure to obtain the required licenses or approvals could prevent
      or delay the development of our businesses in a current or new
      location.





Various
      Canadian federal and provincial labour laws govern the Company's relationship
      with its employees, including such matters as minimum wage requirements,
      overtime and other working conditions. Significant additional government-imposed
      increases in minimum wage, paid leaves of absences and mandated health benefits,
      or increased tax reporting and tax payment requirements for employees who
      receive gratuities, may impose significant burdens on the Company. The Company's
      businesses in the United States are subject to similar
      requirements.





Regulation
      and Licenses





The
      Company’s businesses may be subject to federal, state and local laws affecting
      its business, including various health, sanitation and safety standards. The
      Company's entertainment operations are subject to state and local government
      regulation, including regulations relating to live music performances. Each
      live
      concert performance must comply with regulations adopted by federal agencies
      and
      with licensing and other regulations enforced by state and local health,
      sanitation, safety, fire and other departments. Difficulties or failures in
      obtaining the required licenses or approvals can delay and sometimes prevent
      the
      promotion of live events and concerts. The failure to receive or retain, or
      delay in obtaining, a license to serve alcohol and beer in a particular location
      could adversely affect the Company's operations in that location and impair
      the
      Company's ability to obtain licenses elsewhere. The failure or inability of
      the
      Company to obtain and maintain insurance coverage could materially and adversely
      affect the Company.





EMPLOYEES





At
      December 31, 2004, JUPITER had two Executive Officers and two Directors, and
      employed a total of 15 people including officers and employees. JUPITER and
      its
      subsidiaries intend to hire additional employees in the foreseeable
      future.





RESEARCH
      AND DEVELOPMENT EXPENDITURES





JUPITER
      is not expected to incur research and development expenditures over the twelve
      months following December 31, 2004.





UPDATE
      OF
      BUSINESS DEVELOPMENTS FOR FISCAL YEAR AND SUBSEQUENT





In
      March
      2004, the Company executed a Letter Intent with Manhattan Restaurant located
      in
      La Jolla California whereas the Company is planning to purchase control of
      the
      liquor license only and redevelop the business instead of a purchase of the
      business. The Company has subsequently ceased negotiations with Manhattan
      Restaurant and ceased pursuit of the Manhattan Restaurant business venture.





In
      June
      2004, the Company changed the business direction of one of its subsidiaries,
      LIVESTAR Entertainment Capital Corporation to use the corporation for its events
      business. Subsequently, the name of LIVESTAR Entertainment Capital Corporation
      was changed to LIVESTAR Entertainment Events International Inc. The name change
      occurred prior to the Company implementing any of its plans for the capital
      corporation.





In
      November 2004, the Company executed a Letter Intent with Las Vegas Shoe Company
      located in La Vegas, Nevada to purchase 51% of the Las Vegas Shoe Company.
      The
      Company has subsequently ceased negotiations with Las Vegas Shoe Company and
      has
      ceased pursuit of the Las Vegas Shoe Company acquisition.





In
      December 2004, the Company executed a joint venture agreement with Global
      Bancorp, Inc. to develop a Voice Over Internet Protocol (VOIP) business called
      VOXBOX. The joint venture agreement resulted in the formation of VOXBOX Telecom,
      Inc. The joint venture agreement also resulted in the Company acquiring a 50%
      equity position of VOXBOX Telecom, Inc. as per the terms of the joint venture
      agreement.





In
      December 2004, the Company was forced to cease operations of its wholly owned
      subsidiary 1614718 Ontario, Inc. (Sequel Nightclub) due to disputes with the
      landlord of the premises (i.e. regarding arrears, future renovations, and new
      lease negotiations) that had been ongoing for several months. In the opinion
      of
      the Company and the attorneys of the Company the landlord illegally seized
      the
      premises and locked out our business from operating. In addition, to the lock
      out, the landlord seized the assets and of the business that were in the
      premises. This illegal act by the landlord had consequences to 1614718 Ontario,
      Inc. including but not limited to, the loss of operations and its ability to
      generate revenue, the loss of a loyal customer base, the loss of interest from
      investors for future projects and a default of the business lease. The Company
      had initially retained a litigation attorney to prepare to a lawsuit against
      the
      landlord of the premises and to date still has the litigation attorney available
      for such action. The Company is still strongly considering the pursuit of action
      against the landlord of the premises but the cost of litigation, especially
      the
      ability for the Company to pay for a protracted litigation effort, has slowed
      the Company’s pursuit of legal action. In addition to cost having an impact on
      the Company’s desire to pursue litigation, the Company’s decision in late 2004
      to begin to make changes, it has subsequently implemented, to reconfigure its
      business strategy from solely entertainment to one of a diversified holding
      company strategy, also had a impact on not pursuing litigation immediately.
      The
      implementation of Company’s diversification was of paramount importance to get
      started quickly and productively. All actions regarding 1614718 Ontario, Inc.
      were implemented with the notion to not affect the future success of the
      Company’s new diversification business plan. For example, to avoid costly
      litigation due to the default of the business lease the Company entered a
      settlement agreement that would minimize the cost it felt it would have faced
      if
      it unsuccessfully defended litigation regarding the business lease.





In
      December 2004, the Company put all
      establishment projects and operations on hold until further notice. The Elm
      Street Bar and Restaurant development project in Toronto, Canada was included
      in
      this and subsequently the Company ceased all development of the Elm Street
      Project due to lack of capital and delays caused by regulatory issues pertaining
      to the attainment of development permits from the City of Toronto.





Subsequent
      to December 31, 2004, the Company’s wholly owned subsidiary 1614718 Ontario Inc.
      entered into a Settlement Agreement with 1485684 Ontario Limited in settlement
      of the business lease agreement (for the Sequel Nightclub) between the parties
      executed May 25, 2004. The Settlement Agreement was entered into by the Company
      to avoid litigation due to the discontinuation of operations. The Settlement
      agreement provides to 1614718 Ontario inc. to pay 1485684 Ontario Limited the
      sum of $414,000 CDN.





Subsequent
      to December 31, 2004, in January 2005, the Company entered into an Agreement
      and
      Plan of Acquisition to acquire 60% of the issued and outstanding shares of
      Promo
      Staffing.com LLC. (“Promo Staffing”) of Miami, Florida.





Subsequent
      to December 31, 2004, and as our prior filings have discussed, In April 2005,
      the Company, entered into an Amended and Restated Plan of Acquisition Agreement
      for the acquisition of 60% of Promostatting.com LLC located in Miami, Florida
      (‘Promo Staffing”). Per the agreement, the Company is responsible for providing
      audited financial statements of Promo Staffing within 75 days of
      closing.


We
      expect
      the filing of audited financial statements on Promo Staffing so that the
      transaction can be finalized under the rules of the Securities and Exchange
      Commission.





Subsequent
      to December 31, 2004, the Company entered into a share purchase agreement with
      Global Bancorp Inc. as per the terms of the Definitive Joint Venture Agreement
      between the Company and Global Bancorp Inc. dated December 28, 2004. Under
      the
      terms of the share purchase agreement the Company acquired 800 shares in the
      capital stock of VOXBOX Telecom Inc. from Global Bancorp Inc. Consideration
      for
      the purchase of the shares is $40,000 USD previously advanced to Global Bancorp
      Inc. In
      addition, in satisfaction of the terms of the Definitive Joint Venture Agreement
      between the Company and Global Bancorp dated December 28, 2004 the Company
      issued a Promissory Note, in February 2005, to VOXBOX Telecom, Inc. in the
      face
      value of $420,000 for the issuance of 8400 shares of VOXBOX Telecom,
      Inc.





Subsequent
      to December 31, 2004, the Company entered into a Stock Purchase Agreement dated
      June 16, 2005 between the Company and Global Bancorp, Inc., the Company sold
      to
      Global Bancorp, Inc. its entire holding of 9200 shares of VOXBOX Telecom, Inc.
      and a Promissory Note of a face value of $420,000 owing to VOXBOX Telecom Inc.
      for 5,000,000 common shares of Global Bancorp, Inc. which were valued at
      $50,000, and rights to purchase up to 50% of the issued and outstanding common
      shares of Global Bancorp, Inc. up to June 16, 2008.





Subsequent
      to December 31, 2004, the Company entered into a financing agreement whereby
      a
      lender may provide financing subject to potential milestones imposed on the
      Company by the lender being met. The Company received $100,000 in February
      2005
      and issued a convertible promissory note to the lender. The note is convertible
      at the option of the holder into common shares of the Company at the conversion
      price of $0.016 per share. The note is payable on February 16, 2006 and bears
      interest at 8% per annum.





Subsequent
      to December 31, 2004, on February 22, 2005, the Company signed a letter of
      intent in respect of an offer to purchase up to 80% of the equity in a private
      Georgia based company for $1,360,000, subject to due diligence procedures being
      carried out and execution of a final agreement. The Letter of Intent was not
      consummated until the payment of a $30,000 deposit which took place in June
      2005.





Subsequent
      to December 31, 2004, the Company deregistered a total of 4,900,000,000 shares
      from it’s previously registration under Form S-8. These options and shares were
      to be issued pursuant to the EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
      NO.
      6 and the NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
      YEAR 2004 NO.3.








**Item
      2. Description of Property**





We
      have
      no real estate property holdings and at this time we have no agreements to
      acquire any properties. The Company currently has its headquarters at premises
      at 62 W. 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7.
      The
      Company is currently occupying the same premises on a sublease basis with terms
      of CDN $5,300 per month for 12 months until June 2005, thereafter on a
      month-to-month basis. The sublease is with 673422 B.C. Ltd. a company controlled
      by Edwin Kwong, the Company’s CFO. The Company has closed its business
      development office in La Jolla California. The Company maintains a business
      development office in Las Vegas, Nevada with terms of USD $200 per month for
      12
      month term until December 2005.





**Item
      3. Legal Proceedings**





Other
      than the proceedings described herein, JUPITER is not a party to any material
      legal proceedings and to JUPITER's knowledge, no such proceedings are threatened
      or contemplated. At this time we have no bankruptcy, receivership or similar
      proceedings pending.





In
      October 2004, Traci Niederriter filed a lawsuit in the Lynchburg General
      District Court for the Commonwealth of Virginia. The action concerned an alleged
      claim for unpaid wages of an employee of RRUN Labs, Inc., a subsidiary of
      JUPITER Global Holdings, Corp. The amount of the lawsuit is $5,838.46, not
      including interest accruing from October 30, 2001 plus court costs and attorney
      fees of $1,656.55.







In
      addition, the Company believes that there are approximately two-dozen other
      former employees of RRUN Labs, Inc. who are owed wages by RRUN Labs, Inc. The
      total amount of unpaid wages claims, not yet subject to any lawsuit against
      the
      Company, is approximately $160,000. All amounts have been included in the
      Financial Statements as of December 31, 2004





In
      March
      2005, Nautilus Design Group, Inc. filed a lawsuit in the Toronto Small Claims
      Court in the city of Toronto, Ontario. The action concerned an alleged claim
      for
      unpaid invoices.The suit names the Company and two subsidiaries of the Company
      (Livestar Entertainment Canada, Inc. and 1615496 Ontario Ltd. ) as defendants.
      The amount of the lawsuit is $5227.31 CDN, not including court imposed interest,
      costs and disbursements pursuant to Small Claims Court Rules.




In
      March
      2005, FU Associates Ltd. filed a lawsuit in the Toronto Small Claims Court
      in
      the city of Toronto, Ontario. The action concerned an alleged claim for unpaid
      invoices. The suit names the Company and two subsidiaries of the Company
      (Livestar Entertainment Canada, Inc. and 1615496 Ontario Ltd. ) as defendants.
      The amount of the lawsuit is $8175.25 CDN, not including court imposed interest,
      costs and disbursements pursuant to Small Claims Court Rules.




The
      Company believes that, as it grows revenue-producing operations and as it raises
      capital, we will have the resources to settle the abovementioned case and we
      have every intention of doing so if the lawsuits merit settlement. We are
      working to reduce or prevent collection litigation by creditors or others.
      Settlements in stock may result in unforeseen dilution to current
      shareholders.





**Item
      4. Submission of Matters to a Vote of Security Holders**




In
      October 2004, our majority shareholder voted their holding of approximately
      58%
      (3,002,592,324) of the voting power of the outstanding shares of the Company’s
      Common and Preferred Stock (par value $0.0001) to approve the following:




o
            The
                reverse split of the Company’s Common and Preferred Stock (par value
                $0.0001) so that upon effectuation of the split, one (1) New Share
                of the
                Company’s Common and Preferred Stock will be issued for up to each two
                thousand (2,000) shares of the Company’s Common and Preferred Stock
                currently issued and outstanding with each fractional share rounded
                up to
                the next whole share (the “Reverse
                Split”);


o
            Amend
                our articles of incorporation to reduce the par value of our common
                stock
                from $0.0001 per share to $0.00001 per
                share;


o
            Amend
                our articles of incorporation to increase the number of our authorized
                shares of common stock to 20,000,000,000 shares and to increase our
                authorized number of shares of preferred stock from 200,000,000 preferred
                shares to 500,000,000 shares of preferred stock.








Part
      II





**Item
      5. Market for Registrant's Common Equity and Related Stockholders
      Matters**





TRADING
      SYMBOL CHANGE





Prior
      to
      September 2001, there was no trading market for our common stock. The Company
      received approval for listing and in September, 2001, the Company obtained
      a
      trading symbol of "RRUN" and began trading on the NASD Over-the-Counter
      Bulletin


Board.
      In
      July, 2003 the Company changed its trading symbol from “RRUN” to “LSTA” to
      reflect the name change of the Company from RRUN Ventures Network Inc. to
      LIVESTAR Entertainment Group, Inc. In September, 2004 the Company changed its
      trading symbol from “LSTA” to “LSTE” due to a 1000:1 share consolidation of the
      Company’s shares. In November, 2004 the Company changed its trading symbol from
“LSTE” to “LVSG” due to 2000:1 share consolidation of the Company’s shares. In
      January, 2005 the Company changed its trading symbol from “LVSG” to “JPHC” to
      reflect the name change of the Company from RRUN Ventures Network Inc. to
      LIVESTAR Entertainment Group, Inc. to JUPITER Global Holdings, Corp. Although
      we
      have a listing on the Bulletin Board, it is impossible to know or predict from
      day to day how active that market will be. There presently is a trading market
      for our stock, however, we cannot guarantee that a trading market will continue.
      As at December 31, 2004 there were 149 record holders of the Company's common
      stock.





MARKET
      PRICE





Our
      common stock is quoted at the present time. At July 31, 2005, our stock's
      closing price was $0.0004 per share. This price, however, is an inter-dealer
      price without retail mark-up, mark-down or commission and may not represent
      an
      actual transaction. The Securities and Exchange Commission has adopted a Rule
      that defines a "penny stock," for purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      Our
      common stock is presently considered a "penny stock" and is subject to such
      market rules.





HIGH
            
            LOW2003**First
                Quarter
            $
            0.0080
            $
            0.0023Second
                Quarter
            
            0.0150
            
            0.0035Third
                Quarter
            
            0.0210
            
            0.0035Fourth
                Quarter
            
            0.0170
            
            0.00312004**First
                Quarter
            $
            0.0043
            $
            0.0017Second
                Quarter
            
            0.0023
            
            0.0005Third
                Quarter
            
            0.0650
            
            0.0001Fourth
                Quarter
            
            0.0600
            
            0.0001*The
                prices are all "closing" prices and appear as approximate
                figures.
              **
                Prices in the table are unadjusted for the share consolidations in
                September 2004 and November 2004.





HIGH
            
            LOW2003***First
                Quarter
            $
            16,000.000
            $
            4,600.000Second
                Quarter
            $
            30,000.000
            $
            7,000.000Third
                Quarter
            $
            42,000.000
            $
            7,000.000Fourth
                Quarter
            $
            34,000.000
            $
            6,200.0002004***First
                Quarter
            $
            8,600.000
            $
            3,400.000Second
                Quarter
            $
            4,600.000
            $
            1,000.000Third
                Quarter
            $
            1,200.000
            $
            0.200Fourth
                Quarter
            $
            0.060
            $
            0.007*The
                prices are all "closing" prices and appear as approximate
                figures.
              ***
                Prices in the table have been adjusted to account for the share
                consolidations in September 2004 and November
                2004.





*The
      prices are all "closing" prices and appear as approximate figures.





The
      source of these high and low prices was the OTC Bulletin Board as reported
      on
<www.nasdaq.com>. These quotations reflect inter-dealer prices, without
      retail mark-up, mark-down or commissions and may not represent actual
      transactions.





The
      market price of our common stock is subject to significant fluctuations in
      response to variations in our quarterly operating results, our public
      announcements regarding our then business activities, general trends in the
      market for the products and services we have been developing, and other factors,
      over many of which we have little or no control. In addition, board market
      fluctuations, as well as general economic, business and political conditions,
      may adversely affect the market for our common stock, regardless of our actual
      or projected performance.





DIVIDENDS





We
      have
      not paid any dividends to date, and have no plans to do so in the immediate
      future.





TRANSFER
      AGENT





We
      have
      retained the services of Jersey Transfer and Trust as our transfer agent at
      this
      time.








SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.





Equity
      Compensation Plan Information





Plan
                category
            Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted
                average exercise price of outstanding options, warrants and
                rights
            Number
                of securities remaining available for future issuance(a)
            (b)
            (c)Equity
                compensation plans approved by security holders
            -0-
            n/a
            -0-Equity
                compensation plans not approved by security holders
            37,659,602
            $.010
            5,730,840,000Total
            37,659,602
            $.010
            5,730,840,000








**Item
      6. Management's Discussion and Analysis or Plan of
      Operation**





The
      following discussion should be read along with the financial statements and
      notes, and by other more detailed financial information appearing in other
      parts
      of this annual report.





RESULTS
      OF OPERATIONS





For
      the
      Year Ended December 31, 2004 compared to Year Ended December 31,
      2003.





For
      the
      fiscal year ended December 31, 2004, and December 31, 2003, the Company earned
      revenues of $683,613 and $500, respectively. Revenues in 2004 were a result
      of
      the Company’s Entertainment operations, namely Nightclubs and Live Events. The
      Company started its current Nightclub operations in 2004 in Toronto, and due
      to
      unseen circumstances also ceased its operations. The Company plans to continue
      business development activities in Nightclubs and hopes to find suitable
      locations to purchase or develop. The other operation in its Entertainment
      business is Live Events, which included Cyberfest in October 2004, and Planet
      New Year in December 2004. .


Revenues
      in 2003 were related to one Live Event. Future revenues for the Company are
      associated with the realization of its new business strategy, the further
      development and operation of its live entertainment business, and the
      development of other diverse businesses as outlined below.





For
      the
      fiscal year ended December 31, 2004, and December 31, 2003, the Company incurred
      operational expenses of $3,986,993 and $957,011, respectively, of which $168,254
      and $251,159 were accrued, respectively. These operating expenses included:
      $900,270 and $200,539, respectively, in consulting fees; $444,597 and $348,113,
      respectively in business development costs; $304,111 and $104,174, respectively
      in Professional Fees; and $1,767,306 and $85,505, respectively, in Wages and
      Benefits. Of the Wages and Benefits expense in 2004, $1,587,783 was recorded
      as
      Stock Compensation Expense. The overall increase in the Company's operating
      expenses and changes across all above categories is due to expanded business
      efforts to develop and realize its business plan. For the fiscal year ended
      December 31, 2004, and December 31, 2003, the Company incurred a net loss from
      operations of $4,668,266 and $909,856, respectively.





LIQUIDITY
      AND FINANCIAL CONDITION AS OF DECEMBER 31, 2004





We
      had
      cash-on hand of totaling $8,240 as of December 31, 2004. Although the Company
      maintains minimal cash reserves and continues to experience uncertainty
      regarding future revenues, management strives to maintain and grow its current
      operations, remain viable and develop sustainable revenue streams and positive
      cash flow. Our sources of liquidity includes sales of our common stock, and
      loans from management, shareholders and other close affiliates to the Company,
      and intended cash revenues from operations as developed as per the business
      strategy described below.





Management’s
      current and business strategy is oriented to maximize our chances of success.
      Additional financial and liquidity issues relating to the current business
      strategy are outlined in the JUPITER GLOBAL HOLDINGS, CORP. Implementation
      Plan
      section below.





BUSINESS
      STRATEGY FOR JUPITER’S BUSINESSES





Our
      business strategy is to focus our immediate efforts on closing our acquisitions
      and developing the business of our holdings. The development of these businesses
      will require a staff of approximately 10-15 persons consisting of marketing,
      business operations, accounting, administration, corporate finance, venture
      development and merger and acquisition professionals.





JUPITER
      intends to develop a comprehensive program for its business to conduct its
      research and development. JUPITER expects that it must devote a minimum of
      approximately 5% of it revenues towards research and development.





Over
      the
      twelve months following December 31, 2004, JUPITER’s business may conduct
      significant research and development, or R & D for their development of
      products and services.





The
      R
& D anticipated to be executed by JUPITER for its business will not be
      limited to:





JUPITER
      plans to coordinate operations out of its Vancouver, British Columbia, Canada
      facility. JUPITER currently has business and operational development offices
      in
      Las Vegas, Nevada. At the required time the Company plans to open other business
      development, finance or operational offices in other Canadian and U.S.
      cities.





JUPITER
      IMPLEMENTATION PLAN





JUPITER
      requires approximately $4,500,000 in operational capital for the 12 month period
      following December 31, 2004. The JUPITER implementation is planned over a period
      of four phases totaling 12 months. Each phase is three months. The
      implementation plan during each phase describes the activity of JUPITER across
      various departments such as Operations, Finance, Mergers and Acquisitions,
      Venture Development/Product Development, and Sales/Marketing/Business
      Development.





Our
      immediate aim is to finalize the acquisition of Promo Staffing, continue the
      development of our Live Events business and our VOXBOX joint venture.





JUPITER's
      2005 implementation plan regarding its business units is as
      follows:





-
      Phase
      One (Jan - March 2005): Planning for Live Events schedule for 2005. Begin review
      of establishment business feasibility. Begin development of VOXBOX business.
      Seek acquisitions as per diversification plan; secure first acquisition of
      diversification plan; continue debt reduction plan via voluntary creditor write
      offs and stock based settlements; headhunt and secure key consultants and
      possible staff members to execute development of new business units; commence
      additional staff hiring.





-
      Phase
      Two (April - June 2005): Continue planning of Live Events schedule for 2005;
      Continuing development of corporate finance department; Secure agreement for
      first stage of capital; Close acquisitions (Promo Staffing) secured from Phase
      One of implementation plan; continue development of VOXBOX business; Continue
      seeking acquisitions as per diversification plan; finalize operations and
      marketing plans of holdings; continue debt reduction plan via voluntary creditor
      write offs and stock based settlements;





-
      Phase
      Three (July - September 2005): Fully launch corporate finance department,;
      Secure next stage of capital; Launch summer and fall schedule of events;.
      Continue development of VOXBOX and Promo Staffing businesses; Continue seeking
      acquisitions as per diversification plan; secure next acquisition of
      diversification plan; continue implementation of operations and marketing plans
      of business units; continue debt reduction plan via voluntary creditor
      write offs and stock based settlements; continue additional staff hiring if
      necessary; open business development office in Miami, Florida to support Promo
      Staffing.





-
      Phase
      Four (October - December 2005): Launch winter schedule of events; Continue
      development of VOXBOX and Promo Staffing businesses; Secure next stage of
      capital; Continue seeking acquisitions as per diversification plan; secure
      next
      acquisition of diversification plan; continue implementation of operations
      and
      marketing plans of business units; continue additional staff hiring
      if
      necessary; open business development office in New York, NY.





FINANCING
      STRATEGIES





In
      order
      to finance our acquisitions and developments, and our phases of implementation
      we plan to raise investment capital through the execution of the following
      finance strategy:





In
      order
      to finance its acquisitions and/or venture developments the Company may use
      its
      preferred or common stock to finance the acquisition or venture development
      or
      to raise the necessary capital for acquisition or venture development.








We
      also
      may fund our acquisitions or venture developments through the selling of a
      minority interest in the new acquisitions or venture developments through the
      sale of up to 49% of the equity or through limited partnerships under a direct
      investments strategy. This minority interest is hoped to be sold to either
      individual investors who wish to invest directly into one of our businesses.
      The
      Company hopes to establish an internal corporate finance department and external
      network or syndicate of investment advisors, investment bankers and broker
      dealers that will raise capital via the direct investments strategy. It is
      planned that investors under this strategy are planned to receive cash dividends
      and possibly some capital stock or warrants in the Company.





We
      believe that this direct investments strategy may enable us to achieve our
      goals
      with a hope over the long-term of reducing the potential dilution to our
      existing shareholders. By raising capital directly in each business we may
      not
      have to dilute the existing shareholders of JUPITER to any great extent to
      grow
      the business. As our cash producing businesses grow due to the planned
      implementation and hopeful success of this direct investments strategy we plan
      to utilize the available cash to pay for  operations
      without having to use stock to pay for large and important operational items
      item such as staff and consultants.





The
      result of this is, that as our cash flow may grow as our dilution may slow.
      More
      specifically, we have developed comprehensive business and financial plans
      that
      result in our development of our businesses that should operate on a cash
      positive basis and without incurring substantial dilution to stockholders such
      that the Company can possibly increase its overall valuation substantially.
      This
      possible increase in the Company’s overall valuation may be accomplished by
      using the positive cash flow to buy back the Company’s common stock from the
      public float. There is no current plans to implement a stock buy back program,
      although one is intended over the long-term and will only be implemented based
      on the success of the foregoing and solely of the discretion of the Company’s
      management and board of directors.





In
      addition to the above we plan we plan to invite direct investments into the
      Company to provide funds for general corporate purposes.





CAPITAL
      REQUIREMENTS





We
      believe that the Promo Staffing acquisition will require approximately a minimum
      of $600,000 for the acquisition, plus approximately $100,000 in legal,
      accounting and administrative expenses. In addition, our the VOXBOX venture
      development will require a minimum of another $500,000 plus approximately
      $100,000 in legal, accounting and administrative expenses.. This is a minimum
      total of approximately $1,300,000 that will be required in the first two
      quarters during. In the following 6 months, we plan to execute one or two
      additional acquisitions or venture developments. We believe that the cost of
      a
      second and third acquisition or development project will be approximately a
      minimum of $1,000,000 each and that approximately another $100,000 minimum
      each
      will be required for the same purposes as listed above for the first acquisition
      or development and for working capital and general corporate purposes. The
      Company believes it will require approximately $1,000,000 to continue productive
      development of its live events business unit, including the cost of live event
      acquisitions or development and their subsequent integration throughout the
      year
      of 2005. Thus, we anticipate needing a minimum of $4,500,000 of investment
      capital during the fiscal year.








CAPITAL
      ACQUIRING PLANS





Management
      plans on initiating a series of securities offerings to raise the investment
      capital needed to meet our acquisition and development plans. Although we will
      make efforts to minimize dilution to current shareholders, we may not be able
      to
      avoid significant dilution due to many factors, including but not limited to,
      the closing of financing at lower than the desired market price of the Company's
      common stock.





JUPITER
      hopes to secure the financing to satisfy the capital needs for each phase of
      its
      implementation plan through the execution of various funding methods, primarily
      financing through its direct investment strategy, private placement investments
      or debt financing. JUPITER hopes to achieve this by securing relationships
      with
      accredited individual investors, investment bankers, venture capitalists, and/or
      finance investment advisors that have the experience and relationships to aid
      JUPITER with its capital raising efforts. The source of the capital may be
      comprised of a mix of principal shareholders, private investors and venture
      capital companies.





If
      needed
      capital investment for our acquisitions or developments is not available, in
      whole or in part, we intend to delay the implementation plan regarding our
      acquisitions or development plans until sufficient investment capital becomes
      available. We cannot give any assurances that we will raise sufficient
      investment capital to meet the business plan. In addition to delays to the
      implementation plan regarding our acquisition or development plans due to
      insufficiency of investment capital, we may suffer other consequences, including
      but not limited to the following: We may have to significantly alter the scope
      of our business plan and subsequent capital requirements; We may have to suspend
      or discontinue operations of one or more of our business units or; we may have
      to suspend or discontinue operations of the Company if we become insolvent
      as a
      result.





Until
      planned acquisitions (current and future) and new venture developments begin
      to
      produce significant revenues and subsequent positive cash flow, we will be
      reliant on capital received from private placements, loans, and the exercise
      of
      options and warrants. Due to the depressed market for our securities, we may
      not
      be able avoid significant dilution to current shareholders. In addition, we
      expect to continue to retain certain management, staff and consultants, such
      as
      legal counsel, and may need to compensate these individuals through the issuance
      of our common stock as compensation. These stock based compensations may result
      in significant dilution to current shareholders due to the depressed market
      for
      our securities. We also continue to reduce or prevent collection of outstanding
      vendor debts and accounts with creditors, such as suppliers and consultants,
      which could result in litigation against the Company. There can be no guarantee
      that all of these negotiations will be successful and the outcome of these
      negotiations may include settlements in cash and/or issuance of common stock.
      These stock based settlements may result in significant dilution to current
      shareholders due to the depressed market for our securities. We plan on
      continuing to meet certain of our expenses through the issuance of our shares
      of
      common stock, which may cause additional and significant dilution to existing
      shareholders due to the depressed market for our securities.





Subsequent
      to December 31, 2004, the Company entered into a financing agreement whereby
      a
      lender may provide financing subject to potential milestones imposed on the
      Company by the lender being met. The Company received $100,000 in February
      2005
      and issued a convertible promissory note to the lender. The note is convertible
      at the option of the holder into common shares of the Company at the conversion
      price of $0.016 per share. The note is payable on February 16, 2006 and bears
      interest at 8% per annum.





FORWARD-LOOKING
      STATEMENTS





Many
      statements made in this report are forward-looking statements that are not
      based
      on historical facts. Because these forward-looking statements involve risks
      and
      uncertainties, there are important factors that could cause actual results
      to
      differ materially from those expressed or implied by these forward-looking
      statements. The forward looking statements made in this report relate only
      to
      events as of the date on which the statements are made.





**Item
      7. Financial Statements**





The
      information requested by this item is set forth following Item 14 of this
      Report.





**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





There
      have been no changes in and disagreements with Accountants on Accounting and
      Financial Disclosure as of the fiscal year end 2002.





**Item
      8A. Controls and Procedures.**





As
      required by Rule 13a-14 under the Securities Exchange Act of 1934 (the "Exchange
      Act"), we carried out an evaluation of the effectiveness of the design and
      operation of our disclosure controls and procedures within the 90 days prior
      to
      the filing date of this report. This evaluation was carried out under the
      supervision and with the participation of our Chief Executive Officer, Ray
      Hawkins and Chief Financial Officer, Edwin Kwong. Based upon that evaluation,
      our Chief Executive Officer and Chief Financial Officer concluded that our
      disclosure controls and procedures are effective in timely alerting management
      to material information relating to us which is required to be included in
      our
      periodic SEC filings. There have been no changes in our internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date we carried out our evaluation.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed our reports filed or submitted
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Securities and Exchange Commission's rules
      and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      in
      our reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





**Item
      8B. Other Information**





On
      October 9, 2004, the Company’s subsidiary Livestar Entertainment Events
      International Inc. (LEEI) commenced a joint venture as per the Joint Venture
      Deal Memorandum (the “Memorandum”) in the form attached hereto as an Exhibit,
      between LEEI and A.C.D. Inc. d/b/a Coolworld Entertainment (“Coolworld”).
      Speaking generally, the Memorandum provides for LEEI to joint venture with
      Coolworld to produce two or three music festivals events. LEEI’s
      responsibilities under the Memorandum included: the co-producing of the events,
      providing co-production staff and; to use best efforts to provide up to $300,000
      to the joint venture. Coolworld’s responsibilities under the Memorandum
      included: providing to the joint venture the services of executive production,
      production, talent buying and marketing. The joint venture would result in
      the
      formation of a subsidiary under LEEI (namely Live and Cool One, Inc.) whereby
      LEEI would own 51% of the outstanding shares and Coolworld would own 49% of
      the
      outstanding shares.








On
      December 28, 2004, the Company entered into a definitive Joint Venture Agreement
      (the “Agreement”) in the form attached hereto as an Exhibit, with Global
      Bancorp, Inc. (“Global”). Speaking generally, the Agreement provides for the
      Company to joint venture with Global to develop a Voice Over Internet Protocol
      (VOIP) business called VOXBOX. The joint venture would result in: the formation
      of VOXBOX Telecom, Inc.; the Company buying 800 shares of VOXBOX Telecom, Inc.
      from Global for $40,000 and; also purchasing an additional 8400 shares in VOXBOX
      Telecom, Inc. for $420,000.00. Both purchases of equity would result in the
      Company owing 50% of VOXBOX Telecom, Inc.





PART
      III





**Item
      9. Directors and Executive Officers of the Registrant**





**Name**
            **Age**
            **Offices
                Held**Ray
                A. Hawkins (1)
            35
            President,
                Chief Executive
              Officer,
                DirectorEdwin
                Kwong (1)
            33
            Chief
                Operations Officer, Chief Financial Officer, Treasurer, Secretary
                and
                Director(1)
                Directors were appointed to the Board on August 17,
                2001.





TERMS
      OF
      OFFICE





All
      executive officers provide services to JUPITER on a full-time basis. The above
      listed directors will serve until the next annual meeting of the shareholders
      or
      until their death, resignation, retirement, removal, or disqualification, or
      until their successors have been duly elected and qualified. Vacancies in the
      existing Board of Director are filled by majority vote of the remaining
      Directors. The officers serve at the will of the Board of Directors. There
      are
      no family relationships between any executive officer and director.





MANAGEMENT





Ray
      Hawkins - Director, President & CEO.





As
      the
      President & CEO, Mr. Hawkins duties include the forging of business
      development, securing of partnerships, and overseeing product development,
      and
      marketing campaigns. Mr. Hawkins is a serial entrepreneur with over a decade
      of
      experience in the fields of media, entertainment, and marketing. From 1990-1995,
      Mr. Hawkins operated his own music artist management firm, RAH Talent. During
      that time Mr. Hawkins also acted as the CEO of Empire Communications, a record
      label that produced a number of cutting edge music artists. Also from 1990
      -
      1995 Mr. Hawkins acted as CEO of RAH Entertainment, a concert and event
      corporation. From 1993-1997 Mr. Hawkins acted as a music consultant, procuring
      cutting edge music for movie and television production houses like Paramount
      Pictures and video game companies like Electronic Arts. From 1996-1999 Mr.
      Hawkins was the founder, President, and CEO of TAXI Communications Network
      Inc.,
      a leading edge media and marketing firm that produced a popular local culture
      magazine, TAXI Vancouver, and developed urban based marketing campaigns for
      companies like Labatt Breweries, Universal Music, Virgin Megastore and Molson
      Canada.





Edwin
      Kwong - Director, COO and CFO.





Mr.
      Kwong
      uses his background in finance and project management to oversee the day-to-day
      operations of LIVESTAR. Mr. Kwong has over 5 years of international management
      consulting experience in Project Management and Finance in Canada and Asia.
      In
      1993 Mr. Kwong received a Bachelor of Commerce in Finance from the University
      of
      British Columbia. In 1996 Mr. Kwong received a Graduate Diploma in Asian Pacific
      Management. From 1994-1996 Mr. Kwong worked as Investment Advisor Assistant
      for
      Great Pacific Management in Vancouver. From 1996 to 1997 Mr. Kwong acted as
      a
      consultant in Hong Kong for Manulife International Ltd. and Ernst and Young
      Management Consulting. From 1997-1998 Mr. Kwong was a Project Executive for
      Hopewell Holdings in Hong Kong and Indonesia. From 1999-2000 Mr. Kwong was
      the
      Senior Business Specialist for INTRIA Items Inc., a financial technology
      solutions division of Canadian Imperial Bank of Commerce.





SIGNIFICANT
      EMPLOYEES





Other
      than those individuals described above, JUPITER does not have any employees
      who
      are not executive officers that are expected to make a significant contribution
      to the business.





SECTION
      16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





The
      following persons have failed to file, on a timely basis, the identified reports
      required by Section 16(a) of the Exchange Act during the most recent fiscal
      year:





**Name
                and principal position**
            **Number
                of late Reports**
            **Transactions
                not Timely Reported**
            **Known
                Failures to File a Required Form**Ray
                A. Hawkins
              CEO,
                President and Director
            2
            2
            0Edwin
                Kwong
              COO,
                CFO, Treasurer,
              Secretary
                and Director
            0
            0
            0





CODE
      OF
      ETHICS





The
      Company has adopted a Code of Ethics, a copy of which is included with this
      filing as Exhibit 14.1 by being incorporated by reference.





**Item
      10. Executive Compensation**





The
      following table sets forth certain information as to our President and CEO
      and
      the highest paid officers and directors for our last fiscal year ended December
      31, 2004. No other compensation was paid to any such officers or directors
      during this time period.





Annual
      Compensation Table





Annual
                Compensation
            Long
                TermCompensationName
                and Title
            
            Year
            Salary
            
            Bonus
            Options
                / SARs (#)Ray
                A. Hawkins(3) President ,CEO
            2002
            $
                17,429
            
            $
                -
            200,000and
                Director
            
            2003
            $
                30,202
            (1)
            $
                -
            -2004
            $
                86,188
            
            $
                -
            -Edwin
                Kwong(3) COO, CFO and
            
            2002
            $
                7,497
            
            $
                -
            200,000Director
            
            2003
            $
                21,058
            (2)
            $
                -
            -2004
            $
                55,950
            
            $
                -
            -








(1)  At
      December 31, 2004, Mr. Ray Hawkins and RYM Management, Ltd., collectively,
      was
      entitled to receive an additional $308,863 of executive compensation as per
      agreements, and this entire amount has been accrued.





(2)
      At
      December 31, 2004, Mr. Edwin Kwong and 673100 BC Ltd, collectively, was entitled
      to receive an additional $214,341 of executive compensation as per agreements
      with the Company, and this entire amount has been accrued.





(3)
      Mr.
      Hawkins and Mr. Kwong, the Company’s Chief Executive Officer and Chief Financial
      Officer respectively, have restructured their Management Services Memorandum
      with the Company. See Item 12 for a description of new service arrangements.





Effective
      November 2003, and January 2004, respectively, the Company executed Management
      Services Memorandums with two key directors/officers. The memorandums provide
      for performance bonuses and total annual compensation in the upcoming four
      fiscal years as follows:





Year
                ended December 31, 2005  $
                200,000Year
                ended December 31, 2006  $
                200,000








Options/SAR
                Grants in Last Fiscal Year(Individual
                Grants)Name
            Number
                of
            Percent
                of
            Exercise
                or
            Expiration
                dateSecurities
            options/SARs
            base
                priceUnderlying
            granted
            ($/Sh)Options/SARs
            employees
                inGranted
                (#)
            fiscal
                yearRay
                A. Hawkins
            0
            n/a
            n/a
            n/aEdwin
                Kwong
            0
            n/a
            n/a
            n/a











Name
            Shares
            Value
            Number
                of
            Value
                of unexercisedacquired
            realized
            unexercised
                options
            in-the-money
                optionson
            ($)
            /SARs
                at FY-end (#)
            /SARs
                at FY-end($)exercise
            
            exercisable/
            exercisable/(#)
            
            unexercisable
            unexercisableRay
                A. Hawkins
            0
            0
            1
                /
                0
            $0/$0Edwin
                Kwong
            0
            0
            1
                /
                0
            $0/$0














**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management**





The
      following table lists as of July 15, 2005, the beneficial ownership of
      LIVESTAR's common stock by each person known by JUPITER to beneficially own
      more
      than 5% of LIVESTAR's common stock outstanding and by the officers and directors
      of JUPITER as a group. Except as otherwise indicated, all shares are owned
      directly. JUPITER knows of no other person who is the beneficial owner of more
      than five percent of LIVESTAR's common stock. Unless specifically indicated,
      the
      shareholders listed possess sole voting and investment power with respect to
      the
      shares shown.





**Directors,
                Officers and 5% Stockholders**
            **Shares
                Beneficially Owned****Number**
            **Percent**550605
                B.C. Ltd
              4th
                Floor, 62 W. 8th Avenue
              Vancouver,
                B.C. V5Y 1M7
            3
                (1)
            **%Ray
                A. Hawkins
              #71-1075
                Granville Street
              Vancouver,
                B.C. V6Z 1L4
            80,060,006(3)(4)
            4.71%RYM
                Management Ltd
              71
                - 1075 Granville St
              Vancouver,
                BC
              Canada
                V6Z 1L4
            1
                (2)
            **%Edwin
                Kwong
              #5
                - 744 West 7th Avenue
              Vancouver,
                B.C. V5Z 1B8
            9(3)
            **%All
                JUPITER directors and officers as a group (2 persons)
            80,060,016(3)
            4.71%**
                - indicates less than 0.1%
              (1)
                Ray A. Hawkins owns 74% of 550605 B.C. Ltd.
              (2)
                Ray A. Hawkins owns 100% of RYM Management Ltd.
              (3)
                Includes shares issuable upon the exercise of options within 60
                days.
              (4)
                Includes shares issuable upon the conversion of 80,000,000 Series
                B
                Preferred Shares, with the Conversion Rights of 1 Common Shares to
                1
                Preferred Share..





For
      information regarding Equity Compensation Plans, please refer to Item 5 of
      this
      document.








**Item
      12. Certain Relationships and Related Transactions**





Except
      as
      disclosed below, none of the following parties since the date of JUPITER 's
      incorporation has had any material interest, direct or indirect, in any
      transaction with JUPITER or in any presently proposed transaction that, in
      either case, has or will materially affect JUPITER.





-  Director
      or officer of LIVESTAR


-  Proposed
      nominee for election as a director of JUPITER


-  Person
      who beneficially owns, directly or indirectly, shares carrying more than 10%
      of
      the voting rights attached to all outstanding shares of JUPITER.


-  Promoter
      of JUPITER


-  Relative
      or spouse of any of the foregoing persons





CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS





1.
      Incentive Stock Options. Option rights issued to Officers and Directors under
      our Incentive Stock Option Plan. A copy of the Plan as well as Incentive Stock
      Option Agreements for each Executive Officer and Director were attached as
      Exhibits to Form


10-KSB
      filed on October 15, 2001. Options awarded to Officers and Directors have been
      disclosed in Item 10 of this filing.





2.
      As of
      September 1, 2001, JUPITER Ventures Network Inc. owed a total of $321,598 to
      JUPITER Ventures Network Inc.'s President and CEO, Ray Hawkins. JUPITER is
      obligated to repay such loans as per terms of a Promissory Note issued to Ray
      Hawkins dated September 1, 2001. This debt is interest free and has a repayment
      term of one year from the date of September 1, 2001. In exchange for a reduction
      of $50,544 indebtedness by JUPITER, Ray Hawkins subscribed to additional shares
      of common stock of the Company. The Company also repaid $11,537 during the
      fourth quarter of 2001. In addition, at September 1, 2001, Ray Hawkins was
      granted the option to convert to common shares an additional $20,000 in debt
      owed by the Company. The terms of such conversion are that Ray Hawkins is
      granted the right to convert such debt to stock at $0.02 per share; however,
      Ray
      Hawkins cannot execute such conversion until after February 28,
      2002.





In
      February, 2002, the Company executed an amendment to the Promissory Note dated
      September 1, 2001 with Ray Hawkins. The amended Promissory reflected the amount
      owning from JUPITER to Ray Hawkins as of December 31, 2001, as a total of
      $259,517.00. JUPITER is obligated to repay such loans as per terms of the
      amended Promissory Note issued to Ray Hawkins in February, 2002. The debt is
      interest free and has a repayment term of one year from the date of the
      February, 2002 Promissory Note. Ray Hawkins was granted the option to convert
      to
      common shares the entire amount of outstanding debt owed to Ray Hawkins by
      the
      Company. The terms of such conversion are that Ray Hawkins is granted the right
      to convert such debt to stock at $0.02 per share. Ray Hawkins cannot execute
      such conversion until after September 1, 2002.





In
      August
      2002, the Company executed an amendment to the amended Promissory Note of
      February 2002 with Ray Hawkins. The amendment provides that Ray Hawkins cannot
      execute the conversion provision, as per the February 2002 Promissory Note,
      until after November 30, 2003.





In
      November 2003, the Company executed an amendment to the amended Promissory
      Note
      of February 2002 with Ray Hawkins. The amendment provides that Ray Hawkins
      cannot execute the conversion provision, as per the February 2002 Promissory
      Note, until after June 30, 2004.





In
      November 2003, the Company also repaid $8,000 towards the Promissory Note due
      to
      Ray Hawkins.





In
      February 2004, the Company repaid $1,200 towards the Promissory Note due to
      Ray
      Hawkins. In May 2004, the Company issued 60,000,000 Series B Preferred to Ray
      Hawkins for the cancellation of $102,000 towards the Promissory Note due to
      Ray
      Hawkins. The Series B Preferred stock is convertible at the option of holder
      into shares of common stock of the registrant on a share for share basis, and
      is
      able to vote the equivalent of 50 shares of common stock.





In
      June
      2004, the Company executed an amendment to the amended Promissory Note of
      February 2002 with Ray Hawkins. The amendment provides that Ray Hawkins cannot
      execute the conversion provision, as per the February 2002 Promissory Note,
      until after June 30, 2006.





3.
      In
      October 2004, the Company issued 80,000,000 shares of Series B Preferred stock
      to Ray Hawkins. The Shares were issued in exchange for the cancellation of
      debt
      in the total amount $20,000.00 which was owed to Ray Hawkins for executive
      services. The series B stock are convertible at the option of holder into shares
      of common stock of the registrant on a share for share basis, and is able to
      vote the equivalent of 50 shares of common stock.





4.
      In
      September, 2001, JUPITER owed a total of $9,435 to JUPITER’ COO, Edwin Kwong.
      JUPITER is obligated to repay such loans. This debt is interest free and
      repayable within one year from date of the promissory note issued to Edwin
      Kwong
      from JUPITER dated September 1, 2001. In exchange for a reduction of $3,900
      indebtedness by JUPITER, Edwin Kwong subscribed to additional shares of common
      stock of the Company. In addition, at September 1, 2001, Edwin Kwong was granted
      the option to convert the outstanding balance in debt to common shares at $0.02
      per share; however, Edwin Kwong cannot execute such conversion until after
      September 1, 2002.





In
      August
      2002, the Company executed an amendment to the Promissory Note of September
      2001
      with Edwin Kwong. The amendment provides that Edwin Kwong cannot execute the
      conversion provision, as per the September 2001 Promissory Note, until after
      November 30, 2003.





At
      December 31, 2001 JUPITER Ventures Network Inc. owed a balance of $103,053
      to
      Edwin Kwong. This debt is interest free and is repayable within one year from
      the date of each promissory note, respectively, issued to Edwin Kwong. As of
      February 7, 2002 JUPITER executed two Promissory Notes totaling $100,035. In
      addition, Edwin Kwong was granted the option to convert to common shares the
      outstanding balance in debt owed by the Company at $0.10 per share; however,
      Edwin Kwong cannot execute such conversion until after May 31, 2002.
      Subsequently in May 2002, the Company


executed
      an amendment to the two Promissory Notes of February 2002. The amendment
      provides that Edwin Kwong cannot execute such conversion, as per the two
      Promissory Notes of February 2002, till July 31, 2002. In July 2002, the Company
      executed an amendment to the two February 2002 Promissory Notes, and reissued
      two amended Promissory Notes. The two amended Promissory Notes of July 2002
      provide that the debt remains interest free and is repayable within one year
      from the date of each promissory note. In addition, Edwin Kwong was granted
      the
      option to convert to common shares the outstanding balance in debt owed by
      the
      Company at $0.05 per share; however, Edwin Kwong cannot execute such conversion
      until after August 30, 2002.





In
      August
      2002, the Company executed an amendment to the two Promissory Notes of July
      2002
      with Edwin Kwong. The amendment provides that Edwin Kwong cannot execute the
      conversion provision, as per the two July 2002 Promissory Note, until
      after


November
      30, 2003.





As
      of
      February 27, 2002, JUPITER executed a Promissory Note totaling $5,550, where
      by
      Edwin Kwong was granted the option to convert to common shares the outstanding
      balance in debt owed by the Company at $0.17 per share; however, Edwin Kwong
      cannot execute such conversion until after August 31, 2002.





In
      August
      2002, the Company executed an amendment to the Promissory Note of February
      27,
      2002 with Edwin Kwong. The amendment provides that Edwin Kwong cannot execute
      the conversion provision, as per the February 27, 2002 Promissory Note, until
      after November 30, 2003.





In
      March
      of 2003, Edwin Kwong requested the removal of the conversion restrictions to
      one
      of his Promissory Notes. In May 2003, the Company approved the removal of the
      Conversion Restriction and subsequently, Edwin Kwong converted that Promissory
      Note. Edwin Kwong received 1,584,608 shares at $0.004 per share, which repaid
      a
      total of $6,338.43 of debt.





In
      November 2003, the Company executed amendments to the remaining Promissory
      Notes
      with Edwin Kwong. The amendment provides that Edwin Kwong cannot execute the
      conversion provision, as per the August 2002 Promissory Note Amendments, until
      after June 30, 2004.





In
      June
      2004, the Company executed amendments to the remaining Promissory Notes with
      Edwin Kwong. The amendment provides that Edwin Kwong cannot execute the
      conversion provision, as per the August 2002 Promissory Note Amendments, until
      after June 30, 2006.





5.
      In
      November 2003, JUPITER entered into an Agreement with RYM Management Ltd.
      (“RYM”) for executive management services. Under the Agreement RYM will supply
      JUPITER with the services of Mr. Ray Hawkins, who will serve as President CEO
      of
      LIVESTAR. This Agreement replaces the Agreement between the Company and Ray
      Hawkins dated January 1, 2002.





6.
      In
      January, 2004, JUPITER entered into an Agreement with 673100 BC Ltd. (“673”) for
      executive management services. Under the Agreement 673 will supply JUPITER
      with
      the services of Mr. Edwin Kwong, who will serve as COO and CFO of LIVESTAR.
      This
      Agreement replaces the Agreement between the Company and Edwin Kwong dated
      January 1, 2002.


7.
      In
      July 2004, the Company entered into a sublease agreement with 673422 BC Ltd.,
      a
      company controlled by Edwin Kwong, the Company’s COO and CFO, to provide office
      space for the company’s corporate operations for a term of 12 months at
      CDN$5,300 per month.








PART
      IV





**Item
      13. Exhibits**





2.1
      Agreement and Plan of Reorganization (1)


2.2
      Amendment to Merger Agreement (1)


3.1
      Amended Articles of Incorporation (1)


3.2
      Amended Bylaws (2)


3.3
      Stock
      Option Plan of JUPITER GLOBAL HOLDINGS, CORP. (2)


10.1
      Sample of Form of Promissory Note: Ray Hawkins (2)


10.2
      Sample of Form of Promissory Note: Edwin Kwong (2)


10.3
      Lease Agreement dated November 9, 1999 with RAH Media (2)


10.4
      Assignment of Lease dated August 31, 2001 with RAH Media (2)


10.5
      Management Services Memorandum: Ray Hawkins (2)


10.6
      Management Services Memorandum: Edwin Kwong (2)


10.7
      Management Services Memorandum: RYM Management Ltd. (4)


10.8
      Management Services Memorandum: 673100 B.C. Ltd. (4)


10.9
      Definitive Joint Venture Agreement by and between the Company and Global
      Bancorp, Inc. regarding VOXBOX joint venture


10.10
      Joint Venture Memorandum by and between Livestar Entertainment Events
      International Inc. and A.C.D. Inc. and Sason Parry regarding Live and COOL
      One,
      Inc. joint venture


14.1
      Code
      of Ethics (4)


16.
      Letter from Cordovano & Harvey (3)


21.
      Subsidiaries of the Registrant


31.1  Certification
      of CEO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted
      pursuant to section 302 of the Sarbanes-Oxley act of 2002.


31.2  Certification
      of CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted
      pursuant to section 302 of the Sarbanes-Oxley act of 2002.


32.1  Certification
      of CEO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906
      of
      the Sarbanes-Oxley act of 2002.


32.2
      Certification of CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant
      to
      section 906 of the Sarbanes-Oxley act of 2002.


99.1
      Risk
      Factors


99.4
      Incentive Stock Option Agreement with Ray Hawkins (2)


99.5
      Incentive Stock Option Agreement with Edwin Kwong (2)





(1)
      Incorporated into this Form 10-KSB by reference to the


Registrant's
      previous filing of this Exhibit in its Form 8-K


filed
      with the Commission on August 20, 2001.





(2)
      Incorporated into this Form 10-KSB by reference to the


Registrant's
      previous filing of this Exhibit in its Form 10-KSB filed with the Commission
      on
      October 15, 2001.





(3)Letter
      dated August 28, 2001 is incorporated into this Form


10-KSB
      by
      reference to the Registrant's previous filing of


this
      Exhibit in its Form 8-K/A filed with the Commission on


September
      17, 2001.





(4)
      Incorporated into this Form 10-KSB by reference to the


Registrant's
      previous filing of this Exhibit in its Form 10-KSB filed with the Commission
      on
      April 14, 2004.








**Item
      14. Principal Accountant Fees and Services**





**Audit
      Fees**





The
      aggregate fees billed by our auditors for professional services rendered in
      the
      fiscal year ended December 31, 2003 was $ $15,750, of which $11,125 was rendered
      for the audit of its annual financial statements for year ended December 31,
      2003, and $4,625 was rendered for the reviews of its quarterly financial
      statements.. As of the date of this filing, the invoices are not completed
      for
      the fees for the preparation of the audited financial statements for the fiscal
      year ended December 31, 2004, and so those amounts are unknown.





**Audit-Related
      Fees**





Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.





**Tax
      Fees**





The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice and tax planning were $0 and $0 for the fiscal years
      ended December 31, 2003, and 2004.





**All
      Other Fees**





The
      aggregate fees billed by our auditors for all other non-audit services, such
      as
      attending meetings and other miscellaneous financial consulting for the fiscal
      years ended December 31, 2003, and 2004 were $0 and $0, respectively.










SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





JUPITER
      GLOBAL HOLDINGS, CORP.








By:





/s/
      Ray Hawkins


Ray
      Hawkins, President


Date:
      September 14, 2005





In
      accordance with the Securities Exchange Act, this report has been signed below
      by the following persons on behalf of the registrant and in the capacities
      and
      on the dates indicated.








By:





/s/
      Ray Hawkins


Ray
      Hawkins, Director


Principal
      Executive Officer


Date:
      September 14, 2005








/s/
      Edwin Kwong


Edwin
      Kwong, Director


Principal
      Financial Officer


Principal
      Accounting Officer


Date:
      September 14, 2005






**Financial
        Statements**
 
 JUPITER's
        audited Consolidated Financial Statements, as described
 below,
        are attached hereto.
 
 1.
        Audited Financial Statements
 (a)
        Auditor's Report
 (b)
        Consolidated Balance Sheets
 (c)
        Consolidated Statements of Operations and Deficit
 (d)
        Consolidated Statements of Cash Flows
 (e)
        Consolidated Statements of Stockholder's Deficiency
 (f)
        Notes
        to Consolidated Financial Statements







**JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 
 **CONSOLIDATED
        FINANCIAL STATEMENTS**
 
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
  
 
    
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  MORGAN
          & COMPANY
 CHARTERED
          ACCOUNTANTS
 
 To
        the
        Stockholders and Board of Directors
 Jupiter
        Global Holdings Corp.
 (Formerly
        Livestar Entertainment Group Inc.)
 
 We
        have
        audited the accompanying consolidated balance sheets of Jupiter Global Holdings
        Corp. (formerly Livestar Entertainment Group Inc.) as at December 31, 2004
        and
        2003, and the related consolidated statements of operations, stockholders’
        deficiency, and cash flows for each of the two years in the period ended
        December 31, 2004. These consolidated financial statements are the
        responsibility of the Company's management. Our responsibility is to express
        an
        opinion on these consolidated financial statements based on our
        audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform an audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, these consolidated financial statements referred to above present
        fairly, in all material respects, the financial position of the Company as
        at
        December 31, 2004 and 2003, and the results of its operations and its cash
        flows
        for the periods indicated in conformity with U.S. generally accepted accounting
        principles.
  The
        Company is not required to have, nor were we engaged to perform, an audit
        of its
        internal control over financial reporting. Our audits included consideration
        of
        internal control over financial reporting as a basis for designing audit
        procedures that are appropriate in the circumstances, but not for the purpose
        of
        expressing an opinion on the effectiveness of the Company’s internal control
        over financial reporting. Accordingly, we express no such opinion.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 1(c) to
        the
        consolidated financial statements, the Company has accumulated a deficit
        of
        $8,847,847, has not attained profitable operations and is dependent upon
        obtaining adequate financing to fulfill its business activities. These factors
        raise substantial doubt that the Company will be able to continue as a going
        concern. Management’s plans in regard to these matters are discussed in Note
        1(c). The financial statements do not include any adjustments that might
        result
        from the outcome of this uncertainty.
 
 As
        described in Note 5(c) and Note 7(c) to the consolidated financial statements,
        the accompanying consolidated financial statements of Jupiter Global Holdings
        Corp. (formerly Livestar Entertainment Group Inc.) as at December 31, 2003
        have
        been restated.
 
 
 Vancouver,
                    B.C.
                  August
                    12, 2005
                "Morgan
                    & Company"
                  Chartered
                    Accountants
 
 Tel
                    604.687.5841
                  Fax
                    604.687.0075
                  www.morgan-cas.com
                Member
                    of
                  ACPA
                  International
                P.O.
                    Box 100007 Pacific Centre
                  Suite
                    1488-700 West Georgia Street
                  Vancouver,
                    B.C. V7Y 1A1
 
  
 
 
 F-1
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **CONSOLIDATED
        BALANCE SHEETS**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **DECEMBER
                  31****2004**
              
              2003(Restated
                  -
                Notes
                  5(c) & 7(c))**ASSETS****Current**Cash
              
              
              
              
              **$**
              **8,240**
              
              
              
              
              $
              14,892Goods
                  and Services Tax recoverable
              
              
              
              
              
              **3,757**
              
              
              
              
              
              6,621Prepaid
                  expense, advances and other
              
              
              
              
              
              **8,496**
              
              
              
              
              
              78,471**20,493**
              
              
              
              
              
              99,984**Capital
                  Assets**(Note 3)
              
              
              
              
              
              **5,972**
              
              
              
              
              
              6,729**Advances
                  Receivable**(Note 4)
              
              
              
              
              
              -
              
              
              
              
              
              281,219**$**
              **26,465**
              
              
              
              
              $
              387,932**LIABILITIES****Current**Accounts
                  payable and accrued liabilities
              
              
              
              
              **$**
              **2,306,523**
              
              
              
              
              
              1,530,926Loans
                  and advances payable (Note 5)
              
              
              
              
              
              **738,581**
              
              
              
              
              
              397,913**3,045,104**
              
              
              
              
              
              1,928,839**STOCKHOLDERS’
                  DEFICIENCY****Capital
                  Stock**(Notes 6 and 7)Authorized:10,000,000,000
                  (2003: 100,000,000) common shares, par value $0.0001 per
                  share200,000,000
                  (2003: 200,000,000) preferred shares, par value $0.0001 per
                  shareIssued
                  and outstanding:27,569,926
                  common shares at December 31, 2004 and 140 at December 31,
                  2003
              
              
              
              
              
              **2,757**
              
              
              
              
              
              -80,060,000
                  series B preferred shares at December 31, 2004, Nil at December
                  31, 2003
                  and 1 Series A preferred share at December 31, 2004 and
                  2003
              
              
              
              
              
              **8,006**
              
              
              
              
              
              -Additional
                  paid-in capital
              
              
              
              
              
              **5,818,445**
              
              
              
              
              
              2,638,674**Accumulated
                  Deficit**
              
              
              
              
              
              **(8,847,847**
              **)**
              
              
              
              
              (4,179,581
              )**(3,018,639**
              **)**
              
              
              
              
              (1,540,907
              )**$**
              **26,465**
              
              
              
              
              $
              387,932
  
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
 
 F-2
  JUPITER
        GLOBAL HOLDINGS CORP.
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **YEARS
                  ENDED****DECEMBER
                  31****2004**
              
              2003**Revenue**Entertainment
              
              
              
              
              **$**
              **683,613**
              
              
              
              
              $
              500**Operating
                  Costs**
              
              
              
              
              
              **1,364,886**
              
              
              
              
              
              -**(681,273**
              **)**
              
              
              
              
              500**Expenses**Administrative
                  services
              
              
              
              
              
              **29,660**
              
              
              
              
              
              7,146Amortization
              
              
              
              
              
              **33,521**
              
              
              
              
              
              3,173Business
                  development
              
              
              
              
              
              **444,597**
              
              
              
              
              
              348,113Consulting
              
              
              
              
              
              **900,270**
              
              
              
              
              
              200,539Foreign
                  exchange
              
              
              
              
              
              **59,883**
              
              
              
              
              
              -Investor
                  relations
              
              
              
              
              
              **26,684**
              
              
              
              
              
              55,625Marketing
              
              
              
              
              
              **10,120**
              
              
              
              
              
              -Media
                  design
              
              
              
              
              
              **-**
              
              
              
              
              
              1,435Office,
                  rent and sundry
              
              
              
              
              
              **276,593**
              
              
              
              
              
              112,643Professional
                  fees
              
              
              
              
              
              **304,111**
              
              
              
              
              
              104,174Travel
              
              
              
              
              
              **134,248**
              
              
              
              
              
              38,658Wages
                  and benefits
              
              
              
              
              
              **1,767,306**
              
              
              
              
              
              85,505**3,986,993**
              
              
              
              
              
              957,011**Loss
                  Before The Following**
              
              
              
              
              
              **(4,668,266**
              **)**
              
              
              
              
              (956,511
              )**Forgiveness
                  Of Debt**
              
              
              
              
              
              **-**
              
              
              
              
              
              46,655**Minority
                  Interest In Loss Of Subsidiary**
              
              
              
              
              
              **138,801**
              
              
              
              
              
              -**Losses
                  In Excess Of Equity In Subsidiary**
              
              
              
              
              
              **(138,801**
              **)**
              
              
              
              
              -**Net
                  Loss For The Period**
              
              
              
              
              **$**
              **(4,668,266**
              **)**
              
              
              
              $
              (909,856
              )**Net
                  Loss Per Share**,
                  Basic and diluted
              
              
              
              
              **$**
              **(1.84**
              **)**
              
              
              
              $
              (14,442.00
              )**Weighted
                  Average Number Of Common Shares Outstanding**
              
              
              
              
              
              **2,536,592**
              
              
              
              
              
              63
 
 
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
 
 F-3
 JUPITER
        GLOBAL HOLDINGS CORP.
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **YEARS
                  ENDED****DECEMBER
                  31****2004**
              
              2003**Cash
                  Flows From Operating Activities**Loss
                  for the period from continuing operations
              
              
              
              
              **$**
              **(4,668,266**
              **)**
              
              
              
              $
              (909,856
              )**Adjustments
                  To Reconcile Net Loss To Net Cash Used By Operating
                  Activities**Amortization
              
              
              
              
              
              **33,521**
              
              
              
              
              
              3,173Stock
                  based compensation
              
              
              
              
              
              **1,587,753**
              
              
              
              
              
              65,093Issue
                  of common stock for expenses
              
              
              
              
              
              **238,360**
              
              
              
              
              
              416,900Change
                  in working capital items:Notes
                  receivable
              
              
              
              
              
              **-**
              
              
              
              
              
              13,125Goods
                  and Services Tax recoverable
              
              
              
              
              
              **2,864**
              
              
              
              
              
              (835
              )Prepaid
                  expense
              
              
              
              
              
              **69,975**
              
              
              
              
              
              (78,126
              )Accounts
                  payable and accrued liabilities
              
              
              
              
              
              **899,997**
              
              
              
              
              
              251,159Advances
                  receivable written off as business development
              
              
              
              
              
              **281,219**
              
              
              
              
              
              (81,219
              )**(1,554,577**
              **)**
              
              
              
              
              (320,586
              )**Cash
                  Flows From Investing Activities**Purchase
                  of capital assets
              
              
              
              
              
              **(32,764**
              **)**
              
              
              
              
              (1,672
              )**Cash
                  Flows From Financing Activities**Shares
                  issued for cash
              
              
              
              
              
              **1,138,021**
              
              
              
              
              
              320,124Share
                  subscriptions received
              
              
              
              
              
              **-**
              
              
              
              
              
              (1,450
              )Loans
                  and advances payable
              
              
              
              
              
              **442,668**
              
              
              
              
              
              18,444**1,580,689**
              
              
              
              
              
              337,118**(Decrease)
                  Increase In Cash**
              
              
              
              
              
              **(6,652**
              **)**
              
              
              
              
              14,860**Cash,
                  Beginning Of Period**
              
              
              
              
              
              **14,892**
              
              
              
              
              
              32**Cash,
                  End Of Period**
              
              
              
              
              **$**
              **8,240**
              
              
              
              
              $
              14,892**Supplemental
                  Disclosure Of Cash Flow Information**(Note 11)Interest
                  paid
              
              
              
              
              **$**
              **-**
              
              
              
              
              $
              -Income
                  taxes paid
              
              
              
              
              
              -
              
              
              
              
              
              -
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-4
  
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ DEFICIENCY**
 
 **YEARS
        ENDED DECEMBER 31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 **(Restated
        - Note 5(c) and Note 7(c))**
 
 
 
 **PREFERRED
                  STOCK**
              
              **PREFERRED
                  STOCK****SERIES
                  A**
              
              **SERIES
                  B**
              
              **COMMON
                  STOCK****ADDITIONAL**
                **PAID-IN****SHARES**
              
              **AMOUNT**
              
              **SHARES**
              
              **AMOUNT**
              
              **SHARES**
              
              **AMOUNT**
              
              **CAPITAL**
              
              **DEFICIT**
              
              **TOTAL**Balance,
                  December 31, 2002
              
              
              -
              
              
              
              
              $
              -
              
              
              -
              
              
              
              
              $
              -
              
              
              23
              
              $
              -
              
              
              
              
              $
              1,367,292
              
              
              
              
              $
              (3,244,725
              )
              
              
              
              $
              (1,877,433
              )Shares
                  issued for debt
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              38
              
              
              -
              
              
              
              
              
              244,265
              
              
              
              
              
              -
              
              
              
              
              
              244,265Shares
                  issued for services
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              46
              
              
              -
              
              
              
              
              
              416,900
              
              
              
              
              
              -
              
              
              
              
              
              416,900Shares
                  issued for cash
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              33
              
              
              -
              
              
              
              
              
              370,124
              
              
              
              
              
              -
              
              
              
              
              
              370,124Shares
                  issued as advance on
                acquisition (Note 4)
              
              
              1
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              200,000
              
              
              
              
              
              -
              
              
              
              
              
              200,000Shares
                  redeemed (Series A preferred)
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              (25,000
              )
              
              
              
              
              (25,000
              )
              
              
              
              
              (50,000
              )Stock
                  based compensation
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              65,093
              
              
              
              
              
              -
              
              
              
              
              
              65,093Loss
                  for the year
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              
              
              
              (909,856
              )
              
              
              
              
              (909,856
              )Balance,
                  December 31, 2003
              
              
              1
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              140
              
              
              -
              
              
              
              
              
              2,638,674
              
              
              
              
              
              (4,179,581
              )
              
              
              
              
              (1,540,907
              )Shares
                  issued for debt
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              800,026
              
              
              80
              
              
              
              
              
              104,320
              
              
              
              
              
              -
              
              
              
              
              
              104,400Shares
                  issued for services
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              14,412,565
              
              
              1,441
              
              
              
              
              
              236,919
              
              
              
              
              
              -
              
              
              
              
              
              238,360Shares
                  issued for cash
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              12,356,802
              
              
              1,236
              
              
              
              
              
              1,136,785
              
              
              
              
              
              -
              
              
              
              
              
              1,138,021Adjustment
                  for fractional shares
                upon stock consolidations
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              393
              
              
              -
              
              
              
              
              
              -
              
              
              
              
              
              -
              
              
              
              
              
              -Shares
                  issued for debt to a director
              
              
              -
              
              
              
              
              
              -
              
              
              80,060,000
              
              
              
              
              
              8,006
              
              
              -
              
              
              -
              
              
              
              
              
              113,994
              
              
              
              
              
              -
              
              
              
              
              
              122,000Stock
                  based compensation
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              1,587,753
              
              
              
              
              
              -
              
              
              
              
              
              1,587,753Loss
                  for the year
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              
              
              
              (4,668,266
              )
              
              
              
              
              (4,668,266
              )Balance,
                  December 31, 2004
              
              
              1
              
              
              
              
              $
              -
              
              
              80,060,000
              
              
              
              
              $
              8,006
              
              
              27,569,926
              
              $
              2,757
              
              
              
              
              $
              5,818,445
              
              
              
              
              $
              (8,847,847
              )
              
              
              
              $
              (3,018,639
              )
 
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-5
   
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **1.**  **NATURE
        OF OPERATIONS**
  a)    Organization
 
 The
        Company was incorporated in the State of Nevada, U.S.A., on October 12, 2000.
        During the year ended December 31, 2004, the Company consolidated its issued
        and
        outstanding common shares on a 1 new share for 2,000,000 old share basis.
        The
        consolidation, otherwise known as a reverse stock split, happened over two
        periods as disclosed in note 6.
 
 All
        common stock and per share amounts referred to in these consolidated financial
        statements have been adjusted to reflect the stock consolidations. In addition,
        subsequent to December 31, 2004, the Company changed its name to Jupiter
        Global
        Holdings Corp. from Livestar Entertainment Group Inc.
  b) 
         Business Activities
 
 The
        Company was organized as a holding company to develop or acquire innovative
        ventures with an emphasis on serving the lifestyle needs of the 18 - 34 year
        Digital Generation through the production and marketing of lifestyle products
        and services. At this time, the Company’s focus is the continued advancement as
        a holding company with interests and developments in a diverse number of
        growing
        industries such as the VoIP telecom industry, promotional marketing industry
        and
        entertainment industry. The Company’s interests in the entertainment industry
        generated significant revenues during the year ended December 31, 2004.
        Accordingly, the Company is no longer classified as a development stage company.
 
 During
        the year 2004, as part its Entertainment operations, the Company started
        and
        ceased Nightclub operations in Toronto, Canada under 1614718 Ontario Inc.
        operating as the Sequel Lounge. The Company recorded approximately $250,000
        of
        revenue from those operations. In addition to its night club operations,
        live
        event revenues were incurred through the Company’s 51% owned subsidiary LIVE
& Cool One, Inc. As a result of LIVE & Cool One’s significant losses
        incurred to date, and the Company’s inability to recover the minority interest
        share of losses, the Company has recorded 100% of the losses of LIVE & Cool
        One, Inc. since its inception in these consolidated financial
        statements.
 
 
 F-6
   
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **CONSOLIDATED
        BALANCE SHEETS**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **1.**  **NATURE
        OF OPERATIONS** (Continued)
 
 c)
              Going
                  Concern
 
 Since
        inception, the Company has suffered recurring losses, net cash outflows from
        operations and, at December 31, 2004, has accumulated a deficit of $8,847,847
        and a working capital deficiency of $3,024,611. The Company expects to continue
        to incur substantial losses to complete the development of its business.
        Since
        its inception, the Company has funded operations through common stock issuances
        and related party loans in order to meet its strategic objectives. Management
        believes that sufficient funding will be available to meet its business
        objectives, including anticipated cash needs for working capital, and is
        currently evaluating several financing options. However, there can be no
        assurance that the Company will be able to obtain sufficient funds to continue
        the development of and, if successful, to commence the sale of its products
        and
        services under development. As a result of the foregoing, there exists
        substantial doubt about the Company’s ability to continue as a going concern.
        These consolidated financial statements do not include any adjustments that
        might result if the Company is unable to realize its assets and settle its
        obligations in the normal course of business.
 
 
 **2.**  **SIGNIFICANT
        ACCOUNTING POLICIES**
 
 The
        consolidated financial statements of the Company have been prepared in
        accordance with generally accepted accounting principles in the United States
        of
        America. Because a precise determination of many assets and liabilities is
        dependent upon future events, the preparation of consolidated financial
        statements for a period necessarily involves the use of estimates which have
        been made using careful judgment.
 
 The
        consolidated financial statements have, in management’s opinion, been properly
        prepared within reasonable limits of materiality and within the framework
        of the
        significant accounting policies summarized below:
  a)    Consolidation
 
  These
        consolidated financial statements include the accounts of the Company, its
        100%
        owned subsidiaries, RRUN Labs Incorporated, LIVESTAR Entertainment Canada
        Inc.,
        1615496 Ontario Ltd., 1614718 Ontario Inc., LIVESTAR Entertainment Establishment
        Ltd., LIVESTAR Entertainment Events International Inc., its 67% owned
        subsidiary, RAHX, Inc., and its 51% owned subsidiary LIVE & Cool One,
        Inc..
  b) 
          Investments
 
  Investments
        in companies owned less than 20% are recorded at the lower of cost or fair
        market value.
   F-7
  
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **2.**  **SIGNIFICANT
        ACCOUNTING POLICIES** (Continued)
 
 c)
              Software
                  Development Costs
 
 The
        costs
        to develop new software products and enhancements to existing software products
        are expensed as incurred until technological feasibility has been established.
        Once technological feasibility has been established, any additional costs
        are
        capitalized.
 
 d)
              Income
                  Taxes
 
 The
        Company has adopted Statement of Financial Accounting Standards No. 109 -
        “Accounting for Income Taxes” (SFAS 109). This standard requires the use of an
        asset and liability approach for financial accounting and reporting on income
        taxes. If it is more likely than not that some portion or all of a deferred
        tax
        asset will not be realized, a valuation allowance is recognized.
 
 e)
              Amortization
 
 Capital
        assets are being amortized over their estimated useful lives on the
        straight-line basis at the following rates:
 
 Computer
                  equipment
              3
                  yearsComputer
                  software
              3
                  yearsOffice
                  furniture and equipment
              5
                  years
 
 f)
              Stock
                  Based Compensation
 
 The
        Company accounts for stock based employee compensation arrangements in
        accordance with the provisions of Accounting Principles Board Opinion No.
        25 -
“Accounting for Stock Issued to Employees” (APB No. 25) and complies with the
        disclosure provisions of Statement of Financial Accounting Standards No.
        123 -
“Accounting for Stock Based Compensation” (SFAS No. 123). Under APB No. 25,
        compensation expense is recognized based on the difference, if any, on the
        date
        of grant between the estimated fair value of the Company’s stock and the amount
        an employee must pay to acquire the stock. Compensation expense is recognized
        immediately for past services and rateably for future services over the option
        vesting period.
 
 g)
              Financial
                  Instruments
 
 The
        Company’s financial instruments consist of cash, accounts receivable, Goods and
        Services Tax recoverable, accounts payable and accrued liabilities, and loans
        and advances payable.
 
 
 F-8
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**(Continued)
 
 g)
              Financial
                  Instruments (Continued)
 
 Unless
        otherwise noted, it is management’s opinion that this Company is not exposed to
        significant interest or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximate their carrying
        values,
        unless otherwise noted.
 
 h)
              Net
                  Loss Per Share
 
 Basic
        earnings per share is computed by dividing income available to common
        shareholders by the weighted average number of common shares outstanding
        in the
        period. Diluted earnings per share takes into consideration common shares
        outstanding (computed under basic earnings per share) and potentially dilutive
        common stock equivalents including warrants, options and convertible
        instruments. Diluted loss per share equals loss per share as the exercise
        of any
        common stock equivalents would be anti-dilutive.
 
 i)
              Foreign
                  Currency Translation
 
 Transaction
        amounts denominated in foreign currencies are translated at exchange rates
        prevailing at transaction dates. Carrying values of monetary assets and
        liabilities are adjusted at each balance sheet date to reflect the exchange
        rate
        at that date. Non-monetary assets and liabilities are translated at the exchange
        rate on the original transaction date. Gains and losses from restatement
        of
        foreign currency monetary and non-monetary assets and liabilities are included
        in the statements of operations. Revenues and expenses are translated at
        the
        rates of exchange prevailing on the dates such items are recognized in the
        statements of operations.
 
 j)  Revenue
        Recognition
 
 The
        Company recognizes revenue when persuasive evidence of an arrangement exists,
        services have been rendered, the sales price is fixed or determinable, and
        collectibility is reasonably assured. For the Company’s Live Events operations,
        revenues are recognized at the time the events are held.
 
 For
        the
        Company’s Nightclub operations, revenues are recognized on the day services are
        performed and at point of sale for beverage products.
 
 During
        the year 2004, the Company closed its Nightclub operations.
 
 
 F-9
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**(Continued)
 
 k)  Recently
        Issued Accounting Pronouncements.
 
 In
        December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment" to revise
        SFAS No. 123. SFAS No. 123R establishes standards for the accounting for
        transactions in which an entity exchanges its equity instruments for goods
        or
        services. This Statement focuses primarily on accounting for transactions
        in
        which an entity obtains employee services in share-based payment transactions.
        SFAS No. 123R requires that the fair value of such equity instruments be
        recognized as expense in the historical financial statements as services
        are
        performed. Prior to SFAS No. 123R, only certain pro forma disclosures of
        fair
        value were required. SFAS No. 123R shall be effective for small business
        issuers
        as of the beginning of the first interim or annual reporting period that
        begins
        after December 15, 2005. The impact of the adoption of this new accounting
        pronouncement would be similar to the Company’s calculation of the pro forma
        impact on net income of SFAS 123 included in the note for stock
        compensation.
 
 The
        Company does not expect the adoption of any other recently issued accounting
        pronouncements to have a significant impact on the results of operations,
        financial position or cash flow.
 
 
 **3.**
              **CAPITAL
                  ASSETS**
 
 **2004**ACCUMULATED
                
                
                
                **NET
                    BOOK**COST
                
                
                
                AMORTIZATION
                
                
                
                **VALUE**Computer
                    equipment
                
                
                
                
                $
                14,897
                
                
                
                
                
                
                
                $
                8,943
                
                
                
                
                
                
                
                **$**
                **5,954**Office
                    furniture and equipment
                
                
                
                
                
                7,663
                
                
                
                
                
                
                
                
                7,645
                
                
                
                
                
                
                
                
                **18**$
                23,016
                
                
                
                
                
                
                
                $
                17,044
                
                
                
                
                
                
                
                **$**
                **5,972**
   **2003****NET
                    BOOK**AMORTIZATION
                **VALUE**Computer
                    equipment
                
                
                
                
                $
                11,910
                
                
                
                
                
                
                
                $
                6,420
                
                
                
                
                
                
                
                **$**
                **5,490**Office
                    furniture and equipment
                
                
                
                
                
                2,430
                
                
                
                
                
                
                
                
                1,191
                
                
                
                
                
                
                
                
                **1,239**$
                14,796
                
                
                
                
                
                
                
                
                8,067
                
                
                
                
                
                
                
                
                **6,729**
 
  F-10
 
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **4.** A **DVANCES
        RECEIVABLE**
 
 On
        July
        2, 2003, the Company issued 1,000,000 pre-consolidated Series A Convertible
        Preferred Shares for non cash consideration of $200,000 pursuant to a pending
        acquisition of a Nightclub Operation located in Toronto, Canada. In May 2004,
        the acquisition discussions evolved into a business lease arrangement which
        resulted in the above Series A Preferred Shares consideration, and $81,219
        cash
        advanced to the nightclub owners, being expensed as a business development
        cost.
        On October 3, 2003, the Company redeemed 125,000 of the Series A Preferred
        Shares for $50,000 cash.
 
 
 **5.**  **LOANS
        AND ADVANCES**
 
 All
        loans
        and advances payable are past due or are repayable within one year and are
        unsecured. As at the year ended 2004, loans and advances consisted
        of:
 
 **2004**
              
              2003Convertible
                  Loans & Advances-
                  past due
              
              
              
              
              **$**
              **285,788**
              
              
              
              
              $
              12,970-
                  due within one year
              
              
              
              
              
              **226,576**
              
              
              
              
              
              380,269**512,364**
              
              
              
              
              
              393,239Non
                  Convertible Loans & Advances
              
              
              
              
              
              **226,217**
              
              
              
              
              
              4,674Total
                  Loans & Advances Payable
              
              
              
              
              **$**
              **738,581**
              
              
              
              
              $
              397,913
 
 The
        past
        due convertible loans and advances were issued in the years ended December
        31,
        2002 and 2001. They are now past due. The holders have not demanded payment.
        The
        amounts are non-interest bearing and are convertible at the option of the
        holder.
 
 
 F-11
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **5.**  **LOANS
        AND ADVANCES** (Continued)
 
 a)
              Of
                  the Loans and Advances that are not convertible into Common Stock,
                  additional details have been listed
                  below:
 
 **2004**
              
              2003**AMOUNT**
              
              AMOUNTBears
                  no interest
              
              
              
              
              **$**
              **81,385**
              
              
              
              
              $
              4,674Bears
                  no interest, paid Loan fee of $10,500
              
              
              
              
              
              **65,500**
              
              
              
              
              
              -Bears
                  an interest rate of 10% and paid loan fees of $6,000
              
              
              
              
              
              **62,000**
              
              
              
              
              
              -Accrued
                  Loan Fees on Convertible Debt
              
              
              
              
              
              **13,100**
              
              
              
              
              
              -Accrued
                  Interest to be paid on Convertible Debt
              
              
              
              
              
              **4,232**
              
              
              
              
              
              -Total
                  Loan & Advances Payable - non convertible
              
              
              
              
              **$**
              **226,217**
              
              
              
              
              $
              4,674
 
 b)
              All
                  of the Loans and Advances convertible into Common Stock are convertible
                  only at the option of the holder. Additional details are listed
                  below:
 
 **2004**
              
              2003**AMOUNT**
              
              AMOUNTConvertible
                  at a rate to be agreed between the Company and the holder within
                  48 hrs of
                  holder’s request for conversion, bears interest rate of 5%
              
              
              
              
              **$**
              **102,000**
              
              
              
              
              $
              -Convertible
                  at a rate to be agreed between the Company and the holder within
                  48 hrs of
                  request for conversion, bears no interest rate
              
              
              
              
              
              **114,500**
              
              
              
              
              
              -Convertible
                  at a rate to be mutually agreed between the Company and the holder,
                  bears
                  no interest rate
              
              
              
              
              
              **10,076**
              
              
              
              
              
              -Convertible
                  at $0.02 per share, bears no interest
              
              
              
              
              
              **1,855**
              
              
              
              
              
              1,400Convertible
                  at $0.12 per share, bears no interest
              
              
              
              
              
              **12,479**
              
              
              
              
              
              11,570Convertible
                  after June 30, 2006 at $0.02 per share, bears no interest
              
              
              
              
              
              **160,796**
              
              
              
              
              
              271,087Convertible
                  after June 30, 2006 at $0.05 per share, bears no interest
              
              
              
              
              
              **110,658**
              
              
              
              
              
              109,182Convertible
                  loans and advances
              
              
              
              
              **$**
              **512,364**
              
              
              
              
              $
              393,239
 
 
 F-12
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **5.**  **LOANS
        AND ADVANCES** (Continued)
 
 $272,760
                  of the convertible loans and advances are due to related parties.
                  During
                  the year ended December 31, 2004, conversion privileges on $271,454
                  of the
                  related party amounts were extended from June 30, 2004 to June
                  30,
                  2006.
 
 The
        fair
        value of the convertible notes and advances at December 31, 2004 and 2003
        is not
        determinable due to uncertainties relating to the timing and nature of eventual
        settlement.
 
 c)  The
        accompanying financial statements for the year ended December 31, 2003 have
        been
        restated to correct an error in the accounting for the beneficial conversion
        feature on the convertible notes.
 
 Emerging
        Issues Task Force Release Nos. 98-5 and 00-27 state that any embedded beneficial
        conversion features present in convertible securities should be valued
        separately at issuance. The embedded beneficial conversion feature should
        be
        recognized and measured by allocating a portion of the proceeds equal to
        the
        intrinsic value of that feature to additional paid-in capital. That amount
        should be calculated at the commitment date as the difference between the
        effective conversion price and the fair value of the common stock or other
        securities into which the security is convertible, multiplied by the number
        of
        shares into which the security is convertible. The Emerging Issues Task Force
        observed that in certain circumstances, the intrinsic value of the beneficial
        conversion feature may be greater than the proceeds allocated to the convertible
        instrument. In those situations, the amount of the discount assigned to the
        beneficial conversion feature is limited to the amount of the proceeds allocated
        to the convertible instrument. For convertible instruments that have a stated
        redemption date (such as term debt) the discount resulting from recording
        a
        beneficial conversion option should be accreted from the date of issuance
        to the
        stated redemption date of the convertible instrument. In the event of early
        conversion or default, the remaining discount would be recognized as interest
        expense during the period in which such early conversion or default
        occurs.
 
 In
        correcting the accounting for the convertible notes to apply the provisions
        of
        the above pronouncements, the Company recorded a discount on the convertible
        debentures in the amount of $271,742 and $3,900 in the years ended December
        31,
        2002 and 2001 respectively. This discount has been accreted to interest
        expense.
 
 The
        restatement had the effect of increasing the previously reported deficit
        at
        December 31, 2003 and 2002 by the $275,642 amount of the discount, and
        increasing additional paid in capital by the same amount. The restatement
        had no
        effect on the previously reported loss or loss per share for the year ended
        December 31, 2003.
 
 F-13
  
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **6.**  **CAPITAL
        STOCK**
 
 On
        June
        23, 2003, the Company amended its articles of incorporation to increase its
        authorized common stock from 100,000,000 to 250,000,000 shares, and on December
        3, 2003 from 250,000,000 to 1,000,000,000 shares. On June 24, 2004, the company
        amended its authorized common stock from 1,000,000,000 shares to 10,000,000,000
        shares.
 
 During
        the year ended December 31, 2004, the Company completed common stock
        consolidations of 1,000 shares for 1 share on September 1, 2004 and 2000
        shares
        for 1 share on November 8, 2004. All references to common shares and per
        share
        amounts in these Financial Statements have been adjusted to reflect the effect
        of these consolidated stock consolidations.
  **7. 
          CONVERTIBLE PREFERRED STOCK**
 On
        June
        23, 2003, the Company amended its articles of incorporation to authorize
        200,000,000 shares of Preferred stock.
 
 a)
              On
                  July 2, 2003, the Company issued 1,000,000 pre-consolidated Series
                  A
                  Convertible Preferred Shares for non cash consideration of $200,000
                  pursuant to a pending acquisition of a Nightclub Operation located
                  in
                  Toronto, Canada. In May 2004, the acquisition discussions evolved
                  into a
                  business lease arrangement which resulted in the above Series A
                  Preferred
                  Shares consideration, and $81,219 cash advanced to the nightclub
                  owners,
                  being expensed as a business development cost. On October 3, 2003,
                  the
                  Company redeemed 125,000 of the pre-consolidated Series A Preferred
                  Shares
                  for $50,000 cash.
 
 Series
        A
        Preferred Shares have Conversion & Voting Rights of 40 Common Shares for 1
        Preferred Share. During the year ended December 31, 2004, Series A Preferred
        Shares experienced the same 2,000,000:1 consolidation as the common stock,
        leaving 1 Series A Preferred Share outstanding at December 31, 2004.
 
 F-14
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **7.**  **CONVERTIBLE
        PREFERRED STOCK** (Continued)
 
 b)
              On
                  May 27, 2004, the Company issued 60,000,000 Series B Preferred
                  Stock for
                  the cancellation of $102,000 of debt owed to a director. Series
                  B
                  Preferred Stock has a Conversion Right of 1 Common Share for 1
                  Preferred
                  Share and are convertible at the option of the holder for a period
                  of 10
                  years from the date of issuance. Series B convertible preferred
                  stock has
                  Voting Right of 50 Common Shares for 1 Preferred Share. During
                  the first
                  consolidation of common stock in 2004, these shares were consolidated
                  on a
                  1 for 1,000 shares basis, leaving 60,000 post consolidation Series
                  B
                  Preferred Shares outstanding. On October 12, 2004, the rights of
                  the
                  Series B Preferred Shares were amended to include Anti-dilutive
                  rights;
                  and thus, the 60,000 Series B Preferred Shares were not subject
                  to the
                  2000:1 share consolidation of November 8, 2004. On October 19,
                  2004, the
                  Company issued an additional 80,000,000 Series B Preferred Shares
                  for non
                  cash consideration of the cancellation of $20,000 of debt owed
                  to a
                  director.
 
 Dividends
        shall be paid with respect to shares of Series B convertible Preferred Stock
        only as dividends are paid with respect to the shares of common stock of
        the
        corporation. Shares of Series B convertible preferred stock shall only receive
        dividends to which they would be entitled if they were converted into shares
        of
        common stock immediately prior to the payment of the dividend.
 
 As
        a
        result of the issuance of the 80,060,000 Series B preferred shares to a director
        of the Company, the director holds voting rights of the equivalent of
        4,003,000,000 common shares which as at December 31, 2004 represents 99%
        of
        total shareholder votes available.
 
 c)
              The
                  accompanying financial statements for the year ended December 31,
                  2003
                  have been restated to correct an error in the accounting treatment
                  of the
                  October 3, 2003 redemption by the Company of 125,000 Series A convertible
                  preferred shares. Pursuant to APB #6, when a corporation’s stock is
                  purchased for retirement an excess of purchase price over par or
                  stated
                  value may be allocated between capital surplus and retained earnings.
                  The
                  portion of excess allocated to capital surplus is limited to the
                  sum of
                  (a) all capital surplus arising from previous retirements and net
                  gains on
                  sales of treasury stock of the same issue, and (b) the pro-rata
                  portion of
                  capital surplus paid in on the same issue. The Company retroactively
                  adjusted additional paid-in capital for the $25,000 pro-rata portion
                  of
                  the $50,000 cash repurchase of Series A convertible preferred stock.
                  The
                  restatement has no effect on previously reported loss or loss per
                  share.
 
 
 F-15
  
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **8.**
              **STOCK
                  OPTIONS AND WARRANTS
                  OUTSTANDING**
 
 a)
              Stock
                  options
 
 On
        January 30, 2004, March 5, 2004, May 6, 2004, June 28, 2004, August 2, 2004,
        and
        November 3, 2004 respectively, the Board of Directors approved six Employee
        Stock Incentive Plans (“ESIP”) for the Year 2004 under which designated officers
        and employees of the Company and its subsidiaries may be granted stock options.
        The plans are administered by the Company’s Board of Directors, who have
        substantial discretion to determine the persons, amounts, time of exercise,
        price, exercise terms, and restrictions on the options.
 
 ESIP
        plans 1 to 4 are variable stock option plans. The minimum exercise price
        for
        options granted under the plans is 85% of the fair market value of the
        underlying common stock on the date of exercise of the option. The Company
        records 15% of the market value of the underlying shares on the date of exercise
        as the intrinsic value of these options.
 
 ESIP
        plans 5 and 6 are fixed stock option plans. The exercise price for options
        granted is a minimum of 85% of the fair market value of the underlying common
        stock on the date of grant. The Company records 15% of the market value of
        the
        underlying shares on the date of grant as the intrinsic value of these
        options.
 
 Under
        the
        plans above, the Company was authorized to grant up to a total of 5,780,856,390
        common shares. Options granted under these plans have a 10 year expiry, and
        vest
        immediately. At December 31, 2004, 5,730,840,000 employee options remained
        available for grant.
 
 On
        January 5, 2005, the Company amended ESIP No. 6 to deregister 4,493,000,000
        common shares authorized to be issued pursuant to option grants, and as a
        result, 1,237,840,000 employee options remained available for grant under
        these
        plans.
 
 The
        amounts of options then available for grant under the plans were proportionately
        adjusted as a result of the 2004 stock consolidation for ESIP plans 1 to
        3. For
        ESIP plans 4 to 6, the options available for grant were not affected by the
        stock consolidation.
 
 During
        the year ended December 31, 2004, 12,356,802 options were exercised on behalf
        of
        employees on a cashless basis through an outside broker for proceeds to the
        Company of $1,138,021.
  F-16
 
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **8.**
              **STOCK
                  OPTIONS AND WARRANTS OUTSTANDING**(Continued)
 
 a)
              Stock
                  options (Continued)
 
 As
        at
        December 31, 2004, options were outstanding and exercisable for the purchase
        of
        common shares as follows:
 
 **NUMBER**
                **OF
                  SHARES**
              
              **GRANT
                  DATE PRICE**
                **PER
                  SHARE**
              
              **EXPIRY**
                **DATE**2
              
              $
              200,000
              
              
              February
                  8, 2005262,500
              
              $
              0.025
              
              
              November
                  10, 201413,397,100
              
              $
              0.009
              
              
              November
                  2, 201424,000,000
              
              $
              0.011
              
              
              December
                  1, 201437,659,602
 
 A
        summary
        of the changes in stock options for the years ended December 31, 2004 and
        2003
        is presented below:
 
 **NUMBER**
                **OF**
                **OPTIONS**
              
              **GRANT
                  DATE**
                **WEIGHTED**
                **AVERAGE**
                **EXERCISE**
                **PRICE**Balance,
                  December 31, 2002
              
              
              14
              
              
              
              
              $
              320,000Granted
              
              
              34
              
              
              
              
              
              14,209Exercised
              
              
              (31
              )
              
              
              
              
              (14,697
              )Expired
              
              
              (10
              )
              
              
              
              
              (368,000
              )Balance,
                  December 31, 2003
              
              
              7
              
              
              
              
              
              126,215Granted
              
              
              51,076,534
              
              
              
              
              
              0.08Exercised
              
              
              (12,356,802
              )
              
              
              
              
              (0.23
              )Expired
              
              
              (1,060,137
              )
              
              
              
              
              (0.62
              )Balance,
                  December 31, 2004
              
              
              37,659,602
              
              
              
              
              $
              0.02
 
 
 F-17
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **8.**
              **STOCK
                  OPTIONS AND WARRANTS OUTSTANDING**(Continued)
 
 b)
              Share
                  Purchase Warrants
 
 As
        at
        December 31, 2004, share purchase warrants were outstanding for the purchase
        of
        common shares as follows:
 
 **NUMBER**
                **OF
                  SHARES**
              
              **PRICE**
                **PER
                  SHARE**
              
              **EXPIRY
                  DATE**1
              
              $
              20,000
              
              
              May
                  28, 20062
              
              $
              50,000
              
              
              July
                  15, 20052
              
              $
              100,000
              
              
              July
                  15, 20052
              
              $
              120,000
              
              
              May
                  28, 20053
              
              $
              200,000
              
              
              February
                  6, 20052
              
              $
              400,000
              
              
              April
                  30, 20051
              
              $
              400,000
              
              
              May
                  16, 20051
              
              $
              500,000
              
              
              January
                  17, 20051
              
              $
              500,000
              
              
              March
                  31, 20051
              
              $
              800,000
              
              
              May
                  16, 20051
              
              $
              1,000,000
              
              
              March
                  20, 20051
              
              $
              1,000,000
              
              
              May
                  16, 20051
              
              $
              1,500,000
              
              
              May
                  16, 20051
              
              $
              2,000,000
              
              
              March
                  20, 20052
              
              $
              6,000,000
              
              
              September
                  17, 200622
 
 F-18
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **8.**
              **STOCK
                  OPTIONS AND WARRANTS OUTSTANDING**(Continued)
 
 b)
              Share
                  Purchase Warrants (Continued)
 
 A
        summary
        of the changes in shares which may be purchased on exercise of warrants for
        the
        year ended December 31, 2004 is presented below:
 
 **NUMBER**
                **OF**
                **SHARES**
              
              **WEIGHTED**
                **AVERAGE**
                **EXERCISE**
                **PRICE**Balance,
                  December 31, 2001
              
              
              24
              
              
              
              
              $
              1,208,333Granted
              
              
              20
              
              
              
              
              
              488,000Exercised
              
              
              (2
              )
              
              
              
              
              (400,000
              )Cancelled
              
              
              (1
              )
              
              
              
              
              (120,000
              )Balance,
                  December 31, 2002
              
              
              41
              
              
              
              
              
              922,927Granted
              
              
              1
              
              
              
              
              
              20,000Balance,
                  December 31, 2003
              
              
              42
              
              
              
              
              
              901,429Cancelled
              
              
              (20
              )
              
              
              
              
              (810,000
              )Balance,
                  December 31, 2004
              
              
              22
              
              
              
              
              $
              984,545
 
 At
        December 31, 2004, a total of 22 warrants remain issued and outstanding,
        and
        underlie the shares listed in the table above.
 
 
 **9.**
              **STOCK
                  BASED COMPENSATION**
 
 a)
              Non-Employees
 
 On
        March
        12, 2004, the Board of Directors approved the 2004 Compensation Plan for
        Consultants and Others, for the issue to employees and consultants of up
        to 75
        shares of common stock at a price of $4,000 for fees for services performed
        or
        to be performed. Pursuant to the plan, 65 shares have been issued for services
        and a total of 10 shares remain available for issuance under the plan at
        December 31, 2004.
 
  F-19
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **9.**
              **STOCK
                  BASED COMPENSATION**(Continued)
 
 a)
              Non-Employees
                  (Continued)
 
 On
        July
        1, 2004, the Board of Directors approved the Non-Employee Director and
        Consultants Retainer Stock Plan (“NESP”),No. 1,for the issue to employees,
        directors and consultants of up to 350,000 shares of common stock at a price
        of
        $0.0007 for fees for services performed or to be performed. The Company
        transferred the 350,000 authorized common shares available for grant to the
        ESIP
        Plan #4 (Note 8(a)). No common shares remain to be issued under NESP
        No.1.
 
 On
        August
        2, 2004, the Board of Directors approved NESP No. 2 for the issue to employees,
        directors and consultants of up to 975,012,500 shares of common stock at
        a price
        of $0.0002 for fees for services performed or to be performed. During the
        year,
        15,212,500 common shares were issued for services and the settlement of debt.
        .
        959,800,000 shares remain available for issue under the plan at December
        31,
        2004.
 
 On
        November 3, 2004, the Board of Directors approved NESP No. 3 for the issue
        to
        employees, directors and consultants of up to 500,000,000 shares of common
        stock
        at a price of $0.0001 for fees for services performed or to be performed.
        No
        shares were issued under this plan during the year. On January 5, 2005, the
        Board of Directors reduced the number of the common shares available for
        this
        Plan. As a result of this amendment, 3,000,000 shares remain available for
        issue
        under the Plan at January 5, 2005.
 
 In
        addition to the plans above, a total of 26 common shares were issued during
        the
        year to settle outstanding debt.
 
 Shares
        issued to non-employees are recorded at the market price of the shares on
        the
        date service agreements are entered into. In 2004, the Company recorded $238,360
        (2003 - $416,900) of non-cash consulting expense.
 
 
 F-20
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 **9.**
              **STOCK
                  BASED COMPENSATION**(Continued)
 
 b)
              Employees
 
 During
        the period ended December 31, 2004, the Company recorded stock based
        compensation of $1,587,753 as wages and benefits in the consolidated statement
        of operations. Of the amount expensed, $457,404 represents the intrinsic
        value
        of the options granted and exercised under the various ESIP plans (Note 8(a)).
        In addition, the Company recorded $1,130,349 for additional benefit provided
        to
        employees resulting from lower exercise proceeds received by the Company
        than
        the 85% of the fair market value on the date of grant as specified under
        the
        terms of ESIP plan 5.
 
 For
        options granted and exercised during 2004, fair value approximates the recorded
        amounts due to their limited term, generally less than two weeks. The fair
        value
        of the options granted and outstanding at the end of the year were estimated
        at
        the date of grant using the Black-Scholes option pricing model with the
        following assumptions:
 
 **2004**
              2003Risk-free
                  interest rate
              
              **1.97%**
              
              3.10%Expected
                  term of options
              
              **4
                  months**
              
              1
                  weekExpected
                  volatility
              
              **311%**
              
              41%
                  - 432%Dividend
                  yield
              
              **Nil**
              
              Nil
 
 Black-Scholes
        is a widely accepted stock option pricing model. However, the ultimate value
        of
        stock options granted will depend on the actual lives of the options and
        future
        price levels of the Company’s stock.
 
 Had
        the
        Company determined compensation cost based on fair values for its employees
        stock options, the net loss would have increased by $211,502 for the period
        ended December 31, 2004, (2003 - $69,942) as indicated below:
 
 **2004**
              
              2003Net
                  loss, as reported
              
              
              
              
              **$**
              **(4,668,266**
              **)**
              
              
              
              $
              (909,856
              )Add:
                  Stock based compensation expense included in net loss, as
                  reported
              
              
              
              
              
              **1,587,753**
              
              
              
              
              
              65,093Deduct:
                  Stock based compensation expense determined under fair value
                  method
              
              
              
              
              
              **(1,799,255**
              **)**
              
              
              
              
              (135,035
              )Net
                  loss, pro-forma
              
              
              
              ****
              **$**
              **(4,879,768**
              **)**
              
              
              
              $
              (979,798
              )Net
                  loss per share (basic and diluted), as reported
              
              
              
              
              **$**
              **(1.84**
              **)**
              
              
              
              $
              (14,442
              )Net
                  loss per share (basic and diluted), pro-forma
              
              
              
              
              **$**
              **(1.92**
              **)**
              
              
              
              $
              (15,553
              )
 
 F-21
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **10.**
              **RELATED
                  PARTY TRANSACTIONS**
 
 a)
              Included
                  in accounts payable at December 31, 2004 is $523,203 (2003 - $546,152)
                  owing to directors or companies controlled by
                  directors.
 
 b)
              Included
                  in loans and advances payable at December 31, 2004 is $351,289
                  (2003 -
                  $373,009) owing to directors or a companies controlled by
                  directors.
 
 c)
              During
                  the year ended December 31, 2004, the Company incurred $200,004
                  (2003 -
                  $200,285) in consulting and business development expenses with
                  directors
                  and $14,000 in consulting expense paid to a brother of a director
                  (2003 -
                  $NIL).
 
 d) During
        the year ended December 31, 2004, the Company incurred $26,456 (2003 - $9,854)
        in administration, office, and equipment rental expenses with companies
        controlled by directors.
 
 
 **11.**
              **SUPPLEMENTAL
                  DISCLOSURE OF NON CASH FINANCING AND INVESTING
                  ACTIVITIES**
 
 During
        the years ended December 31, 2004 and 2003, the Company had the following
        non-cash financing and investing activities:
 
 **2004**
              
              2003Shares
                  issued for debt and services
              
              
              
              
              **$**
              **342,760**
              
              
              
              
              $
              661,165Series
                  B convertible preferred shares issued for debt owing to a
                  director
              
              
              
              
              **$**
              **122,000**
              
              
              
              
              $
              -Series
                  A convertible preferred shares issued as an advance on an
                  acquisition
              
              
              
              
              **$**
              **-**
              
              
              
              
              $
              200,000
 
 
 
 F-22
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **12.**
              **COMMITMENTS**
 
 a)
              During
                  the years ended December 31, 2004 and 2003, the Company executed
                  Management Services Memorandums with two separate companies controlled
                  by
                  two directors to provide Management Services effective on January
                  1, 2004
                  and November 1, 2003, respectively. The memorandums provide for
                  performance bonuses and total annual compensation as
                  follows:
 
 Year
                  ended December 31, 2005
              $
              200,000Year
                  ended December 31, 2006
              $
              200,000Year
                  ended December 31, 2007
              $
              0
 
 b)
              During
                  the year ended December 31, 2004, the Company signed consulting
                  agreements
                  for services to be performed in the next fiscal year totalling
                  $185,200,
                  of which $12,000 is due to a related
                  party.
 
 c)
              During
                  the year ended December 31, 2004, the Company signed short term
                  lease
                  agreements for office space, and related services, in both Las
                  Vegas,
                  Nevada, and Vancouver, British Columbia. The agreements provide
                  for
                  payments as follows:
 
 Year
                  ended December 31, 2005
              $
              30,708Year
                  ended December 31, 2006
              $
              0Year
                  ended December 31, 2007
              $
              0
 
 d)
              Pursuant
                  to an agreement dated December 28, 2004 with Global Bancorp Inc.,
                  the
                  Company has a commitment to acquire 800 shares of VOXBOX Telecom
                  Inc. (a
                  Nevada incorporated company) for a cash consideration of $40,000
                  (Note
                  14(c)).
 
 e)
              During
                  the year ended December 31, 2004, the Company entered into a business
                  lease agreement to pay CDN$5,500 per month for a term of five years
                  beginning April 1, 2004 to lease the Sequel Lounge Nightclub in
                  Toronto,
                  Canada. The Company defaulted on its lease payments and, subsequent
                  to
                  December 31, 2004, entered into a settlement agreement to pay,
                  on or
                  before June 30, 2005, CDN$414,000 to the lessor in settlement of
                  the
                  business lease agreement. The amount has been accrued as at December
                  31,
                  2004 and expensed as an operating cost in the consolidated statement
                  of
                  operations. Subsequent to December 31, 2004, approximately CDN$
                  400,000
                  has been paid to this settlement.
 
 
 F-23
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **13.**
              **INCOME
                  TAXES**
 
 A
        reconciliation of income taxes at statutory rates with the reported taxes
        is as
        follows:
 
 **2004**
              
              2003Statutory
                  rate
              
              
              
              
              
              **34**
              **%**
              
              
              
              
              34
              %Provision
                  for income taxes based on statutory rate
              
              
              
              
              **$**
              **(1,580,000**
              **)**
              
              
              
              $
              (309,000
              )Non-deductibles
              
              
              
              
              
              **384,000**
              
              
              
              
              
              (22,000
              )Income
                  tax recovery
              
              
              
              
              
              **(1,196,000**
              **)**
              
              
              
              
              (331,000
              )Unrecognized
                  benefit of operating loss carry forwards
              
              
              
              
              
              **1,196,000**
              
              
              
              
              
              331,000Income
                  tax recovery
              
              
              
              
              **$**
              **-**
              
              
              
              
              $
              -
 
 Significant
        components of the Company’s future tax assets based on statutory tax rates are
        as follows:
 
 **2004**
              
              2003Future
                  tax assetsLoss
                  carryforwards
              
              
              
              
              **$**
              **2,520,000**
              
              
              
              
              $
              1,318,000Valuation
                  allowance
              
              
              
              
              
              **(2,520,000**
              **)**
              
              
              
              
              (1,318,000
              )**$**
              **-**
              
              
              
              
              $
              -
 
 The
        Company has approximately $7,413,000 (2003 - $3,875,000) of operating loss
        carryforwards which expire beginning in 2020.
 
 The
        Company has provided a valuation allowance against its deferred tax assets
        given
        that it is more likely than not that these benefits will not be
        realized.
 
 
 **14.**
              **BUSINESS
                  SEGMENTS**
 
 The
        Company currently operates in a single business segment, “Entertainment”, in a
        single geographic area, North America.
 
 
 
 F-24
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **15.**
              **SUBSEQUENT
                  EVENTS**
 
 a)
                  Subsequent to December 31, 2004, the Company granted stock options
                  to
                  employees to acquire up to 2.192.000.000 shares of common stock
                  at various
                  exercise prices between $0.0003 and $0.025 per share. Of the stock
                  options
                  granted 160,000,000 have been cancelled, and 1,194,023,175 have
                  been
                  exercised providing proceeds to the Company of
                  $882,913.
 
 b)  In
        January 2005, the Company entered into an Agreement and Plan of Acquisition
        to
        acquire 60% of the issued and outstanding shares of Promo Staffing.com LLC.
        (“Promo Staffing”) of Miami, Florida. Consideration for the acquisition will
        consist of the issuance of 92,307,692 shares of common stock to the sole
        shareholder of Promo Staffing. The common stock was held by the attorney
        for the
        Company until the Company and Promo Staffing finalized the valuation of Promo
        Staffing.
 
 In
        April
        2005, the Company entered into an Amended and Restated Agreement and Plan
        of
        Acquisition to acquire 60% of the issued and outstanding shares of “Promo
        Staffing”. Consideration for the acquisition will consist of the issuance of
        64,615,352 shares of common stock to the sole shareholder of Promo Staffing
        valued at $588,000. As per the Amended and Restated Agreement and Plan of
        Acquisition, 27,692,341 common shares previously held with the attorney of
        the
        Company were cancelled and returned to the authorized capital of the Company.
        Per the agreement, the Company is responsible for providing audited financial
        statements of Promo Staffing within 75 days of closing.
 
 In
        addition, the Company agreed to provide $600,000 in convertible debt financing
        to Promo Staffing in ten monthly instalments of $60,000 each beginning within
        30
        days of the filing of audited financial statements of Promo
        Staffing.
 
 Pursuant
        to a Joint Venture agreement dated December 28, 2004 between the Company
        and an
        unrelated company Global Bancorp Inc (“Global”), the Company acquired 800 shares
        of VOXBOX Telecom Inc. (“VOXBOX”), a Nevada incorporated company for cash
        consideration of $40,000. Per the agreement, the Company had the right to
        purchase an additional 8,400 shares of VOXBOX from Global (the sole shareholder
        of VOXBOX) for $420,000 cash over a twelve month period beginning upon the
        establishment of VOXBOX. VOXBOX was incorporated on January 27, 2005. At
        the
        time of the incorporation, VOXBOX is related to the Company by virtue of
        having
        a director in common.
 
 Pursuant
        to a stock purchase agreement dated June 16, 2005 between the Company and
        Global, the Company sold the 800 shares of VOXBOX and the right to purchase
        the
        additional 8,400 shares of VOXBOX back to Global in exchange for 5,000,000
        common shares of Global which were valued at $50,000, and rights to purchase
        up
        to 50% of the issued and outstanding common shares of Global up to June 16,
        2008.
 
 
 F-25
 
 **JUPITER
        GLOBAL HOLDINGS CORP.**
 **(Formerly
        Livestar Entertainment Group Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
        31, 2004 AND 2003**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **15.**  **SUBSEQUENT
        EVENTS** (C ontinued )
 
 d)  In
        January 2005, the Company issued 37,712,154 common shares at $0.0013 per
        share
        for the reduction of debt in the amount of $49,026.
 
 e)  Subsequent
        to December 31, 2004, the Company issued 94,500,000 common shares for consulting
        services provided in the amount of $(131,800).
 
 f)  The
        Company entered into a financing agreement whereby a lender may provide
        financing subject to potential milestones imposed on the Company by the lender
        being met. The Company received $100,000 in February 2005 and issued a
        convertible promissory note to the lender. The note is convertible at the
        option
        of the holder into common shares of the Company at the conversion price of
        $0.016 per share. The note is payable on February 16, 2006 and bears interest
        at
        8% per annum.
 
 g)  On
        February 22, 2005, the Company signed a letter of intent in respect of an
        offer
        to purchase up to 80% of the equity in a private Georgia based company for
        $1,360,000, subject to due diligence procedures being carried out and execution
        of a final agreement.
 
 h)
                  See also Note 12(e).
 
 
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