This is topic JPHC (new) in forum Micro Penny Stocks, Penny Stocks $0.10 & Under at Allstocks.com's Bulletin Board.


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http://www.allstocks.com/stockmessageboard/ubb/ultimatebb.php/ubb/get_topic/f/8/t/021504.html

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Posted by SkyistheLimit on :
 
This is a New Thread for JPHC!
From now on, Let's start posting our thoughts and opinions here.

For reference, the following link is the old Thread called "JPHC-NEWS":
http://www.allstocks.com/stockmessageboard/ubb/ultimatebb.php/ubb/get_topic/f/8/ t/019464.html

Thanks!
 

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Posted by dkinvest on :
 
Well, we all know what Repoman is gonna post.
 

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Posted by Repoman75 on :
 
Hahhahaa... "DOWN GOES...

I can't even finish.... I have to pay my respects for the dead.
 

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Posted by SkyistheLimit on :
 
I don't know why?
But I feel Optimistic about JPHC.
 

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Posted by dkinvest on :
 

JPHC APOA
 

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Posted by wildweb on :
 
I am still in and will continue buying (my doctor says I am a little off my rocker). I bought more at 3 just to watch it drop to 2, now I am trying to buy at 2....Hope I can get some there to. Good luck to those of us still holding ;-)
 

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Posted by Repoman75 on :
 
Optimistic?

Sky, you've just earned 1 star.
 

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Posted by seahorse04 on :
 
Has anyone heard from Dr. Who and is he and his band of 150 still holding all of their shares?
 

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Posted by no_patience on :
 
Hey all,

I am still here wondering what we are waiting for? I have not been in on a sure thing yet. I guesss if it sounds too good to be true....
The deal still sounds good, even a year isnt too long to wait (for restricted shares to mature)

Anybody have ideas that something else may happen? Deal crash? Deal becomes sweeter?

I do not see why this is down in the dirt. Some others might know something that we should know? Not likely. Is a year too long to wait?

\\ Any fresh thoughts?
 

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Posted by pay up on :
 
JPHC Merger Done Links

More Links

Merge In Document Number: 20060301153-61# of Pages: 8File Date: 05/11/2006

http://tinyurl.com/od3uk

Jupiter NEV SEC

http://tinyurl.com/8aby2


APO merge Dissolved

http://tinyurl.com/q94yz

APO Merge Dissolved

http://tinyurl.com/8aby2
 

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Posted by bikerider on :
 
sold today at 0.0001. decided to give my shares to mms for free, they've done a great job by not allowing the price to go too high. i'm happy for apoa sh they own an out of business company stock, but at least they got some divi. as for jphc the luck of respect for their sh made me take the decision to donate my shares to mms. i'll check back to see how this thing ends, as i still can't understand why this merger took place. for all the guys still holding jphc, best of luck to you.
 

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Posted by TickTrader on :
 
Thanks, payup. I don't want to pay for the info, so I'll just go with the flow and let this new experience be my guide through this deep, dark, dank, dung hole. (use your own 4-letter words to decipher).

Wildweb! R U kidding?
 

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Posted by DQ. on :
 
JPHC has made me alot of money. It can ALWAYS...repeat ALWAYS run from .003 or .004 to .001 or so. I have my shares and am not worried about it running to .001 if not the .005 like they said. Get um while you can and make some money, relax.
 

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Posted by DQ. on :
 
Sorry .0003 to .0004 not .003 or .004
Anyway....grab em'
 

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Posted by wildweb on :
 
I will still buy, buy, and buy....Why? Because I am crazy ;-)
 

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Posted by Jester37 on :
 
Paivis, Corp. (Formerly APO Health, Inc.) and Jupiter Global Holdings, Corp. Announce Final Closing of Merger Agreement
Monday May 15, 11:57 am ET

OCEANSIDE, NY--(MARKET WIRE)--May 15, 2006 -- Paivis, Corp. (formerly APO Health, Inc.) ("Paivis") (OTC BB:APOA.OB - News) and Jupiter Global Holdings, Corp. ("Jupiter") (Other OTC:JPHC.PK - News) today jointly announced their closing of the Definitive Agreement and Plan of Merger (the "Merger Agreement") dated April 21, 2006, pursuant to which Paivis acquired, through a wholly-owned subsidiary, 100% of the issued and outstanding common shares of Jupiter, and Jupiter became a wholly-owned subsidiary of Paivis. As consideration in the merger transaction, Paivis has agreed to exchange shares of its common stock with Jupiter's shareholders at an exchange ratio that valued the Jupiter shares at $0.005 per common share whereby Jupiter shareholders will receive approximately 0.46232 of a share of Paivis common stock. No fractional shares will be issued in the share exchange.

ADVERTISEMENT
A new symbol will be assigned reflecting the name change from APO Health, Inc. to Paivis, Corp. The current management of Paivis and Jupiter will not continue with the successor entity. A new team of experienced management will be brought in, and the current management of Macro Communications, Inc., the core operating subsidiary of Jupiter, will take a leading role in the management of the merged companies.

Jan Stahl, the departing Chief Executive Officer of Paivis, commented, "We are pleased to have been able to reach a closing of the transaction and we welcome the Jupiter shareholders as Paivis shareholders and feel very strongly on the new combined entities moving forward."

Ray Hawkins, the Chief Executive Officer of Jupiter, commented further, "We are glad we achieved a closing of the Merger Agreement; the future is bright for the merged company."

Details, including but not limited to the specifics of the exchange ratio, regarding the consummation of the Merger Agreement will be filed by Paivis in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as required.

ABOUT PAIVIS, CORP. (FORMERLY APO HEALTH, INC.)

Paivis, Corp. (formerly APO Health, Inc.), a Nevada corporation, through its subsidiary distributes medical, dental and health and beauty aids products to dental and medical professionals and wholesalers throughout the United States.

ABOUT JUPITER GLOBAL HOLDINGS, CORP.

Jupiter Global Holdings, Corp., a Nevada corporation, is a holding company with interests and developments in a diverse number of growing industries. Jupiter plans to achieve a leadership position through the building of a synergistic network of innovative, profitable and global businesses.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.

Statements contained herein that are not based on historical fact , as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. Paivis and Jupiter intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause Paivis and Jupiter actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in Paivis and Jupiter annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.
 

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Posted by no_patience on :
 
Hey,

Loox like a ten banger to me !!!!

Just got to wait, and wait.
 

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Posted by Jester37 on :
 
Yes sir
 

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Posted by wildweb on :
 
I will keep buying until they stop selling ;-)
 

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Posted by JARW on :
 
any news about the restricitions?
 

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Posted by wildweb on :
 
I haven't heard anything, but this is what I am looking at....Please correct me if I am wrong.

For every 1,000,000 shares you have you will get 462,320 shares of the new company. The share price right now is .006. So if you take 462,320x.006 your 1,000,000 shares that have been converted are now worth $2773.92. Yes you may have to hold for 1 yr, maybe 2 years but whos to say the stock doesnt go to $20 a share by that time? Then again it could be at .0001. Its a gamble, but I am willing to take the risk for reward.
 

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Posted by dkinvest on :
 

quote:

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Originally posted by wildweb:
I haven't heard anything, but this is what I am looking at....Please correct me if I am wrong.

For every 1,000,000 shares you have you will get 462,320 shares of the new company. The share price right now is .006. So if you take 462,320x.006 your 1,000,000 shares that have been converted are now worth $2773.92. Yes you may have to hold for 1 yr, maybe 2 years but whos to say the stock doesnt go to $20 a share by that time? Then again it could be at .0001. Its a gamble, but I am willing to take the risk for reward.

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According to the merger, 1 JPHC share will be worth .005 after the merger. That would put the 1 Million converted shares at a value of $5000.
According to the PR, we will be receiving PAIVIS stock under a new ticker symbol to reflect this conversion $. But then again, I could be wrong.

That would put the value of PAIVIS common share at approx. .011.

This is my understanding.
 

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Posted by amswap on :
 
This latest PR didn't say anything about them being restricted. Maybe that will help drive the price up so I can get out.
Have they announced the execution date?
 

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Posted by skysthelimit on :
 
I am wondering,
When will all these changes take effect?
 

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Posted by wildweb on :
 
well apoa is up 66+% so far, I wish this stock would start with the jumping to.
 

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Posted by letitrideboy on :
 

quote:

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Originally posted by skysthelimit:
I am wondering,
When will all these changes take effect?

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quote:

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Originally posted by wildweb:
hmmm...APOA keeps going up, JPHC keeps going down.

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Going down? It's been .0003 for over a week.
 

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Posted by wildweb on :
 
yea, been bouncing from .0003 to .0002...no big deal...I am holding long on this, whether it be right or wrong....
 

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Posted by TickTrader on :
 
wildweb, I put in for more after seeing Macro is actually the survivor. Still, larger position after the deal is done sounds better to me, guaranteed free trading shares.

You think you set off stocktarget's alerts? j/k

that's wierd
 

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Posted by TickTrader on :
 
O I C... ttszurich pump... have a midget mental note on file to stay away from their IR stuff.

Thanks, J!
 

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Posted by wildweb on :
 
I have still been trying to buy lots more at .0002 but nothing yet....Oh well I will keep trying ;-)
 

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Posted by JARW on :
 
did anyone read the latest PR on APOA?
 

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Posted by TickTrader on :
 
This one?

http://biz.yahoo.com/iw/060515/0129122.html

Paivis, Corp. (Formerly APO Health, Inc.) and Jupiter Global Holdings, Corp. Announce Final Closing of Merger Agreement
Monday May 15, 11:57 am ET


OCEANSIDE, NY--(MARKET WIRE)--May 15, 2006 -- Paivis, Corp. (formerly APO Health, Inc.) ("Paivis") (OTC BB:APOA.OB - News) and Jupiter Global Holdings, Corp. ("Jupiter") (Other OTC:JPHC.PK - News) today jointly announced their closing of the Definitive Agreement and Plan of Merger (the "Merger Agreement") dated April 21, 2006, pursuant to which Paivis acquired, through a wholly-owned subsidiary, 100% of the issued and outstanding common shares of Jupiter, and Jupiter became a wholly-owned subsidiary of Paivis. As consideration in the merger transaction, Paivis has agreed to exchange shares of its common stock with Jupiter's shareholders at an exchange ratio that valued the Jupiter shares at $0.005 per common share whereby Jupiter shareholders will receive approximately 0.46232 of a share of Paivis common stock. No fractional shares will be issued in the share exchange.

A new symbol will be assigned reflecting the name change from APO Health, Inc. to Paivis, Corp. The current management of Paivis and Jupiter will not continue with the successor entity. A new team of experienced management will be brought in, and the current management of Macro Communications, Inc., the core operating subsidiary of Jupiter, will take a leading role in the management of the merged companies.

Jan Stahl, the departing Chief Executive Officer of Paivis, commented, "We are pleased to have been able to reach a closing of the transaction and we welcome the Jupiter shareholders as Paivis shareholders and feel very strongly on the new combined entities moving forward."

Ray Hawkins, the Chief Executive Officer of Jupiter, commented further, "We are glad we achieved a closing of the Merger Agreement; the future is bright for the merged company."

Details, including but not limited to the specifics of the exchange ratio, regarding the consummation of the Merger Agreement will be filed by Paivis in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as required.

ABOUT PAIVIS, CORP. (FORMERLY APO HEALTH, INC.)

Paivis, Corp. (formerly APO Health, Inc.), a Nevada corporation, through its subsidiary distributes medical, dental and health and beauty aids products to dental and medical professionals and wholesalers throughout the United States.

ABOUT JUPITER GLOBAL HOLDINGS, CORP.

Jupiter Global Holdings, Corp., a Nevada corporation, is a holding company with interests and developments in a diverse number of growing industries. Jupiter plans to achieve a leadership position through the building of a synergistic network of innovative, profitable and global businesses.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.

Statements contained herein that are not based on historical fact , as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. Paivis and Jupiter intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause Paivis and Jupiter actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in Paivis and Jupiter annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.

Please visit Jupiter's website: www.jupiterglobal.net

Contact:
For more information regarding Jupiter, please contact:
Jupiter Global Shareholder Services
Phone: 1.800.963.6532
Email Address: Email Contact

For more Paivis information please contact:
Phone: 516-594-0005 x 221

--------------------------------------------------------------------------------
Source: Paivis, Corp. (formerly known as APO Health, Inc.)
 

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Posted by JARW on :
 
No, ment the 8-k!

Form 8-K for APO HEALTH INC /NV/


--------------------------------------------------------------------------------

17-May-2006

Entry into a Material Definitive Agreement, Completion of Acquisition or Disp


Item 1.01 Entry Into Material Definitive Agreement
This Current Report of Form 8-K/A amends the Current Report filed by the Registrant on April 25, 2006. On April 21, 2006, APO Health, Inc., a Nevada corporation ("APO"), entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with APO Health Acquisition Corp, Inc., a Nevada corporation and wholly-owned subsidiary of APO ("APO Acquisition"), and Jupiter Global Holdings, Corp., a Nevada corporation ("Jupiter"). The Merger Agreement provided that upon the terms and subject to the conditions set forth in the Merger Agreement, APO Acquisition will merge with and into Jupiter, with Jupiter being the surviving corporation and a wholly-owned subsidiary of APO.

On May 11, 2006, the above-referenced parties to the Agreement and Plan of Merger consummated the Merger Agreement and the Merger Agreement became effective as of May 11, 2006, the date that the Articles of Merger were accepted for filing by the Nevada Secretary of State. As of May 11, 2006, APO changed its name to PAIVIS, Corp. ("PAIVIS") and a trading symbol for PAIVIS will be announced shortly.

As of May 11, 2006, each share of Common Stock of Jupiter issued and outstanding immediately prior to the Effective Time of the Merger Agreement was converted into and become a right to receive 0.46232085067036500 of a share of common stock of APO (the "Conversion Price"), and are automatically canceled and retired and cease to exist as of the Effective Time of the Merger.

The Merger Agreement provides that the Shares of Common Stock to be received by Jupiter (now PAIVIS) shareholders will not be registered under the Securities Act of 1933, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) PAIVIS receives an opinion of counsel for PAIVIS that an exemption from the registration requirements of the Securities Act is available.

A copy of the Merger Agreement is filed as Exhibit 10.1 to Form 8-K filed by APO on April 25, 2006 and is incorporated by reference herein. The foregoing summary of the Merger Agreement is qualified by the Merger Agreement in its entirety.


Item 2.01 Completion of Acquisition or Disposition of Assets
On May 12, 2006, the Registrant entered into a Stock Purchase Agreement with KJ Ventures, Ltd., which provides for the sale of 3,046,300 shares of the common stock of APO Health, Inc., a New York corporation that was a subsidiary of APO Health, Inc. prior to the Effective Date of the above-described Merger Agreement. KJ Ventures, Ltd., which is an entity controlled and managed by Dr. Jan Stahl, former chief executive officer of the Registrant prior to the consummation of the Merger Agreement, will continue the business operations of APO Health, Inc., a New York corporation, as it existed prior to the Effective Date of the Merger Agreement, although there will be no affiliation between the Registrant and the purchaser of the shares, KJ Ventures, Inc. The consideration in support of the transaction was $1.00, plus the assumption of all of the current contingent and future debts of APO Health, Inc., a New York corporation. A copy of the Stock Purchase Agreement disclosed herein is attached to this Current report as an exhibit.


--------------------------------------------------------------------------------


Item 3.02 Unregistered Sales of Equity Securities
On May 11, 2006, and pursuant to the consummation of the Merger Agreement, the Registrant will cause to issue 4,623,208,507 Common Shares (the "Shares") to the shareholders of Jupiter as of the effective date of the Merger Agreement. The Common Shares will be issued as restricted securities and are exempt from registration under §5 of the Securities Act of 1933, as the issuances are deemed exempt from registration under §3(a)(9), §4(1) and 4(2) of the Securities Act of 1933.


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On May 11, 2006, the effective date of the Merger Agreement, all of the officers and directors of the Registrant prior to the effective date of the Merger Agreement resigned in each of their respective capacities. Such officers and directors have provided to the Registrant written notices of resignation effective May 11, 2006. Filed as exhibits to this Current Report are copies of all such notices of resignation. All of the directors and officers of the Registrant that have tendered their resignations as such have received copies of this Current Report and have not provided the Registrant with any comments or further information that requires further disclosure by the Registrant.


Item 7.01 Regulation FD Disclosure.
The information set forth under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in any such filing. Attached hereto as Exhibit 99.1 is a Press Release issued by the Registrant on May 15, 2006 regarding the consummation and effectiveness of the Merger Agreement.


--------------------------------------------------------------------------------


Item 9.01 Financial Statements and Exhibits.
(c) Exhibits


Exhibit
Number Description


Stock Purchase Agreement Between the





10.1 Registrant and KJ Ventures, Ltd., dated May 12, 2006
17.1 Resignations of Dr. Jan Stahl and Kenny Leventhal as Directors and Officers and Appointment of New Officers
99.1 Press Release dated May 15, 2006
 

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Posted by PCola77 on :
 
OK, so WTF does tha mean?
 

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Posted by Gary59 on :
 
Not a clue but GO JPHC WEE HOOOO,
just kidding,, Holding my 100 bucks worth till the end now I guess another bad buy on my part....
 

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Posted by wildweb on :
 
??
 

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Posted by Impat on :
 
Why is this down when APOA is paying $0.005 per every 1/0.46...JPHC shares? This is huge amount of $$$$$ and seems to me a very good deal for JPHC shareholders?
Best of luck!
 

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Posted by Gary59 on :
 
Should be but as I understand it the shares will be restricted for 1 year to convert , most people dont want to hold I only have 100 bucks worth now left so I am just gonna let them set and see what happens..
 

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Posted by pay up on :
 

quote:

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Originally posted by Impat:
Why is this down when APOA is paying $0.005 per every 1/0.46...JPHC shares? This is huge amount of $$$$$ and seems to me a very good deal for JPHC shareholders?
Best of luck!

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quote:

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Originally posted by Impat:
The deal is done with apoa and the price/share fixed. I do not see a restriction in PR's....So, please give me references if possible....

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Item 3.02 Unregistered Sales of Equity Securities


On May 11, 2006, and pursuant to the consummation of the Merger Agreement, the Registrant will cause to issue 4,623,208,507 Common Shares (the “Shares”) to the shareholders of Jupiter as of the effective date of the Merger Agreement. The Common Shares will be issued as restricted securities and are exempt from registration under §5 of the Securities Act of 1933, as the issuances are deemed exempt from registration under §3(a)(9), §4(1) and 4(2) of the Securities Act of 1933.
 

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Posted by rv on :
 
once we get apoa shares can we sell immediately.
 

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Posted by eagleye on :
 
no you can sell some in a year and the rest in two years.
 

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Posted by PCola77 on :
 
You can never sell APOA shares after today
You'd be selling PAIV shares, and like eagleye said, they are restricted. ALthough I don't kow for sure about the 1-2 year thing, that seems to be the general concensus.
 

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Posted by eagleye on :
 
Here are the Selling Restricted Rules by the SEC

http://www.sec.gov/investor/pubs/rule144.htm
 

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Posted by J_U_ICE on :
 
Time for someone to start a PAIV
thread
JPHC News:

JUPITER GLOBAL HOLDINGS, CORP. ANNOUNCES DISCONTINUATION OF QUOTATION EFFECTIVE FRIDAY MAY 19, 2006 DUE TO THE MERGER WITH PAIVIS, CORP. (FORMERLY KNOWN AS APO HEALTH, INC.)

Thursday , May 18, 2006 16:04 ET

LAS VEGAS, NV -- (MARKET WIRE) -- 05/18/06 -- JUPITER Global Holdings, Corp. ("JUPITER") (OTC: JPHC) today announces JPHC will be discontinued for quotation and delisted in its entirety from the pink sheets due to the merger with Paivis, Corp. (formerly known as APO HEALTH, INC.) effective Friday May 19, 2006.


ABOUT JUPITER GLOBAL HOLDINGS, CORP.

JUPITER Global Holdings, Corp., a Nevada corporation, is a wholly owned subsidiary of Paivis, Corp. (formerly known as APO HEALTH, INC.)

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 (the "PLSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.

Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. JUPITER intends that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause JUPITER actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in JUPITER annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.

-------------------------------------------------------------------------------- For more information regarding, please contact:
Paivis Shareholder Services
Phone: 1.800.963.6471
 

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Posted by Gary59 on :
 
Well it looks like we find out tommorrow what the stock will bring , our JPHC will be frozen then the name will be changed in the account and shares re-divided if it was not 1-1 shares lets hope for he best..
Looks like PAIV will be the new name here ..
Might be interesting to see what happens ...
 

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Posted by skysthelimit on :
 
Hi all,
Our friend, PCola, has started a new thred called: PAIV (Merger of JPHC and APOA)

http://www.allstocks.com/stockmessageboard/ubb/ultimatebb.php/ubb/get_topic/f/8/ t/021780.html

Good Luck!
 

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