posted
well this "should" fly this week if everyone has to cover what they sold nice!!!
Posts: 199 | From: beach, sc | Registered: Mar 2006
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posted
On Friday we knew something wasn't quite right. How many calls did PAIV take? They had the weekend. It must be a long monday morning again taking all those calls.
I think there must be a bigger problem. If it was a case of - Oh, they were restricted, but we forgot to check the box - that should be an easy fix and that PR would not have taken ...er.. 72+ hours.
posted
I think the brokers may be on the hook for this screw up!, if they try to force sellers to buy to cover i would say screw you! you made the misteak they should not have allowed the trade to go through, such trades may well be cancelled buy the brokers before the settlement date. just a thought.
Posts: 2503 | From: connecticut | Registered: Mar 2005
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quote:Originally posted by madmoney: I think the brokers may be on the hook for this screw up!, if they try to force sellers to buy to cover i would say screw you! you made the misteak they should not have allowed the trade to go through, such trades may well be cancelled buy the brokers before the settlement date. just a thought.
Have you ever seen a deal in which traders successfully told brokers to screw off?
posted
if you held jphc got shares from apoa yep they r restricted look at filings on pinksheets.com YEP RESTRICTED no QUESTION
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 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 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 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 SECURITITES 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.
RESTRICTED SHARES ALL SIGNS POINT TO IT
Posts: 199 | From: beach, sc | Registered: Mar 2006
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posted
No one is arguing whether or not JPHC share's were supposed to be restricted. The fact is that Yes they were 100% supposed to be restricted. The question is how does this mess get cleaned up!
Posts: 192 | Registered: May 2006
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posted
I don't think anyone thinks that the shares weren't INTENDED by APO to be restricted, but if they filled ou tthe paperwork incorrectly and the shares were not actually created as restricted stock, then they are not restricted, regardless of the company's intent.
THAT is the big issue here.
quote:Originally posted by madOIL: if you held jphc got shares from apoa yep they r restricted look at filings on pinksheets.com YEP RESTRICTED no QUESTION
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 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 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 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 SECURITITES 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.
RESTRICTED SHARES ALL SIGNS POINT TO IT
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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posted
madOIL, clearly the company *intended* to arrive at some sort of restricted issue. The question is n longer what *was* published, but what in fact was *legally* done.
Fellas, do we know whether the shares in dispute all came from Ameritrade? ie, has anyone received shares from any other broker?
posted
Well, I guess it depends how you look at it. When you posted your squeeze comment, buys were going through at .0021, which indicates someone was bidding .0021. Now it's at .0019. I see your point though, because I'm not sure what the "bid" is considered technically, but I'd think a bid and ask have to match for a sale to go through.
And don't worry about the spelling, typos happen If you were too type that two many times I'd worry, but once in a while mistakes happen.
quote:Originally posted by TheCreator: i don't see the bid dropping 2 ticks either..
it was * .0020 briefly, back to .0019
how's that too?
forget how to do math there cola?
quote:Originally posted by PCola77: Wow, I've never seen a squeeze where the bid drops 2 ticks.
Jump the gun there, creator?
quote:Originally posted by TheCreator: and the squeeze begins.
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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posted
Tex, I know thre were others, but I forget the names. There were a few mentioned at various points in this thread. I'd look for them myself, but I don't feel like it
quote:Originally posted by BuyTex: madOIL, clearly the company *intended* to arrive at some sort of restricted issue. The question is n longer what *was* published, but what in fact was *legally* done.
Fellas, do we know whether the shares in dispute all came from Ameritrade? ie, has anyone received shares from any other broker?
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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posted
PC, roger, that...simply trying to determine who may be on the hook--if only one or two brokers, they may get told *they* have to cover...if *indeed* covering is necessary. If we accept the reported messages re TA, SEC, Ameritrade as true, then prolly that's what happening now: bean counters bent over calculators, tallying up who gets hit, with what...
posted
yeah hopefully a pr is released with what is going on and what is going to solve the problem...
quote:Originally posted by BuyTex: PC, roger, that...simply trying to determine who may be on the hook--if only one or two brokers, they may get told *they* have to cover...if *indeed* covering is necessary. If we accept the reported messages re TA, SEC, Ameritrade as true, then prolly that's what happening now: bean counters bent over calculators, tallying up who gets hit, with what...
posted
buytex, if covering needs to take place, then why does Ameritrade tell me that WE the investors are going to have to cover? I don't like that outcome at all, in fact I find it totally unfair, they screwed up, they should cover, not us. I mean the share price is up 72% right now!
Posts: 1091 | From: Brugge, Belgium / Dallas TX USA | Registered: May 2006
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posted
This is the part that just doens't make sense to me. How can they put shares in your account, not tell you that you can't trade them, then tell you that you have to buy them back? There's no way in hell that their argument could be "You should have known that they were restricted." Just doesn't make sense that they could do that.
quote:Originally posted by Hannibull: buytex, if covering needs to take place, then why does Ameritrade tell me that WE the investors are going to have to cover? I don't like that outcome at all, in fact I find it totally unfair, they screwed up, they should cover, not us. I mean the share price is up 72% right now!
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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quote:Originally posted by Hannibull: buytex, if covering needs to take place, then why does Ameritrade tell me that WE the investors are going to have to cover? I don't like that outcome at all, in fact I find it totally unfair, they screwed up, they should cover, not us. I mean the share price is up 72% right now!
As mentioned, the powers that be are aptly named...I have no answers, either. Looks like fire or ice, at this point...although I would *not* expect Ameritrade to say, "Don't worry, we'll eat it and buy them back ourselves, if need be." To me though, they're on a bit of a hook if indeed clients have kept records of earlier assurances that no problem exists...
quote:Originally posted by Hannibull: buytex, if covering needs to take place, then why does Ameritrade tell me that WE the investors are going to have to cover? I don't like that outcome at all, in fact I find it totally unfair, they screwed up, they should cover, not us. I mean the share price is up 72% right now!
Can you scan and/or paste that to the board? I think I will jump in for a few hundred to see what happens. Small money cause I'm so unsure.
You have a LOOOOOONG ways to a dollar. If it ever does. I highly doubt it.
-------------------- I buy fast and sell faster! Posts: 2018 | Registered: Jan 2006
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