November 28,
2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. Edwin Kwong
Chief Financial Officer
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia,
Canada V5Y 1M7

Re:	Jupiter Global Holdings, Corp.
	Form 10-KSB for the year ended December 31, 2004
	Forms 10-QSB for the periods ended March 31, 2005 and June
30,
2005
	Commission file #: 000-27233

Dear Mr. Kwong:

We have reviewed your October 31, 2005 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments
are inapplicable or a revision is unnecessary.  We also ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  We look forward to working with you in these
respects
and welcome any questions you may have about any aspects of our
review.

* * * * * * * * * * * * * * * * * * * * * * *

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

Financial Statements

Statements of Stockholders` Equity

1. We note from your response to prior comment 3 that in 2004 you
issued shares of Series B Preferred Shares for the cancellation of
debt.  Please tell us the original conversion terms of the debt
converted in both June and October 2004 and explain why you issued
the
debt holders Series B Preferred Shares, rather than common shares.
If
this debt was not convertible at issuance, please indicate this in
your response.  Also, please explain why you did not estimate the
fair
value of the preferred stock issued based on an assumed conversion
of
the Preferred Shares into common stock, as you did for the
transaction
described in our prior comment 6.  If the amount recorded in
equity
for the debt conversion (the carrying amount of the debt) is
significantly different than the fair value based on an assumed
conversion of the Preferred Shares into common stock, please tell
us
how you have considered the guidance in SFAS No. 84 and SFAS No.
15 in
accounting for the conversion.  Additionally, please explain to us
how
the shares issued for the cancellation of $49,025 of debt in 2005
were
issued in error.  Please tell us if you have determined whether an
induced conversion pursuant to SFAS 84 occurred and if so provide
us
with the amount of the expense that will be recognized in 2005, if
material.

In future filings, please disclose in the notes to the financial
statements how you value shares issued and/or the related
consideration received for all issuances of common and preferred
stock
for conversion of debt.

Annual Report on Form 10-KSB - Note 15. Subsequent Events
Quarterly Report on Form 10-QSB for the Quarter ended March 31,
2005 -
Note 5. Investments

2. We note from your response to prior comment 8 that the basis
for
determining the value of the common stock issued to Promo Staffing
is
a valuation report conducted by the Company using Promo Staffing`s
past and present operations, future planned operations and
business
plan.  Please tell us whether this valuation report was prepared
by an
independent source.  Note that paragraph 22 of SFAS 141 states
that
the quoted market price of an equity security issued to effect a
business combination generally should be used to estimate the fair
value of an acquired entity after recognizing possible effects of
price fluctuations, quantities traded, issue costs, and the like.
We
believe that with the quoted price as a starting point, the
registrant
should demonstrate, with objective and verifiable evidence, that a
discount from that price is justified by the severity and type of
restrictions imposed on the shares issued.  Please provide us an
analysis which values the equity issued to Promo Staffing using
the
market value of your common stock a few days before and after the
terms of the acquisition were agreed to and announced, and
includes
any objective and verifiable adjustments determined necessary, as
allowed by paragraph 22 and 23 of SFAS 141.  If the difference
between
this valuation and the amount originally recorded is material,
please
explain why you do not believe an adjustment to the purchase price
is
required.

3. We note from your response to our prior comment number 9 and
the
disclosures in your Quarterly Report on Form 10-QSB for the
quarter
ended June 30, 2005 that the Company exchanged its interest in 800
shares of VOXBOX with a cost basis of $40,000 and its rights to
acquire an additional 8,400 shares of VOXBOX for $420,000 for
5,000,000 shares of Global which were valued at $50,000 and rights
to
acquire up to 50% of Global`s issued and outstanding common
shares.
Please tell us how you valued the 5,000,000 shares of Global
received
in this transaction and explain why you believe gain recognition
in
connection with this transaction is appropriate. In this regard,
we do
not understand why you believe the $50,000 investment in Global
received is recoverable. Also, please explain where this gain is
reflected in your financial statements. If it is reflected in
"revenues" we do not believe this classification is appropriate.
Also,
your response appears to indicate that $10,000 of cash was
received by
the Company in this transaction. Please clarify the nature and
amounts
of all consideration exchanged in this transaction and explain how
you
calculated the gain recognized. We may have further comment upon
receipt of your response.

Form 10-Q for the Quarter ended June 30, 2005

Section 302 CEO/CFO Certifications

4. We note that in item 4 of your CEO and CFO Section 302
Certification, you refer to the Exchange Act Rules 13a-14.  In
future
filings, please refer to the current rules 13a-15(e) and 15d-
15(e).
Additionally, please revise your wording in items 4a-c to reflect
the
language specified in the SEC Final Rule Release 33-8238.

Form 8-K filed April 22, 2005

5. We note from your response to prior comment 13 that you are
still
working towards the filing of the audited financial statements of
Promo Staffing.  Please file these statements on an amended Form
8-K
as soon as possible.  Please note that until these financial
statements are filed you are not considered current on your
reporting
obligations.

Report on Form 8-K/A dated September 22, 2005

6. Revise to include a report of the independent auditor that
complies
with Article 2 of Regulation S-X. In this regard, the auditors
report
cannot contain scope exceptions, with regards to procedures which
could not be performed or with respect to misapplication of
generally
accepted accounting principles. See Note 2 to Item 310 of
Regulation
S-B, SAB Topic 1:E and Article 2 of Regulation S-X.

7. Revise the pro forma financial information to include an
introductory paragraph explaining the significant terms of the
transaction and the accounting treatment used for the transaction.
Also, please revise the footnotes to the pro forma financial
information to include an allocation of the purchase price to the
net
assets acquired. This purchase price allocation should clearly
explain
how any fair value adjustments to be made to the net assets
acquired
were determined and should indicate how any goodwill to be
recognized
was determined.


Forms 8-K/A filed November 2, 2005 and November 3, 2005

8. We note that you present pro forma balance sheets as of June
30,
2005 and December 31, 2004 related to the Macro Communications
acquisition, which include several adjustments.  Please amend your
Form 8-K to include footnotes to the balance sheets detailing the
nature and amount of each adjustment and explaining the
significant
assumptions used to calculate each adjustment.

9. Please file audited financial statements for Macro
Communications
for the year ended December 31, 2003, within the time period set
forth
in the instructions to the Form 8-K.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please file your response to these comments via
EDGAR
within 10 business days or tell us when you will provide us with a
response.  Please furnish a cover letter that keys your responses
to
our comments and provides any requested supplemental information.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.


								Sincerely,



								Linda Cvrkel
								Branch Chief
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Mr. Edwin Kwong
Jupiter Global Holdings Corp.
November 28, 2005
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