posted
WE NEED AN SEC RULING SOMEONE NEEDS TO FIND THIS OUT --I called(ameritrade,scottrade) today and nobody wanted to talk about it!
Posts: 230 | From: florida | Registered: Feb 2006
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quote:Originally posted by db: sky the DEC has already ruled on that - PAIV was correct-the brokers who sold were wrong - thats it period!
lol
Well, who's the DEC, anyway? C'mon. You guys want to squeeze Ameritrade now?
Hiya, BuyTex. On the paper trail, there's still a few missing paperwork pieces. The daily listing doesn't get my stick unstuck. Paivis paper trail is not complete.
posted
Yes Tick, I think there are some mistakes by JPHC/PAIV, And they(JPHC/PAIV) need to be accountable for their mistakes, not TD-Ameritrade. Posts: 54 | Registered: Apr 2006
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posted
no squeeze tick-just telling the way it was told to me - PAIV is not accountable - and I looked into this short thing it may be true--no pump - sky look at all the pr releases PAIV/JPHC gave they were up front - the law is the law , too long has has this happened in pinks I would love to see someone else than a share holder get burned..
Posts: 230 | From: florida | Registered: Feb 2006
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quote:Originally posted by skysthelimit: Yes Tick, I think there are some mistakes by JPHC/PAIV, And they(JPHC/PAIV) need to be accountable for their mistakes, not TD-Ameritrade.
I agree 100%. Mistakes were made, yes. Ameritrade got the wrong information, but they went by information they received. As soon as they realized it, all trading stopped. I have restricted shares in my account at Ameritrade with 2 companies, and believe me, they do NOT let you trade them. I believe that the PAIV/JPHC merger/buy-out.. whatever you want to call it, was not filed properly. Of course the company (PAIV) is going to put the blame elsewhere. Yes, I was upset with TD/A because of the 2.3mill margin call, but like I was told, that wasn't what I'd have owed. Any stock under 5.00 is given a 2.50 margin price. Multiply that by the # of shares, and add on what you actually owe. They operate on what information is given to them. They can't DD every stock from A through Z. I called Tues, Wed, and today. I probably called every hour, and talked to the same person. He called me quite a few times to keep me updated too. If you still are having a problem with Ameritrade, call, and keep your cool. My gosh.. don't you think THEY are having astronomical problems too? They ARE fixing the problems. And in many cases, they are eating some huge losses. I did call/write the SEC and cc'd Ameritrade with the SEC complaint. I also called them and told them I was doing that, which he said was understandable. But they DID fix it.. it DID take time. They didn't just make up their own rules on that stock. They were NOT given the correct information at the correct time.
-------------------- "As long as there are dreamers, there are dreams that will come true." Posts: 862 | From: CT Yankee..... in FLA | Registered: Aug 2005
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There were a few nuggets of interest in the PRs leading up to May 19, too.
This one... Press Release Source: Paivis, Corp.
Paivis, Corp. (Formerly Known as APO Health, Inc.) Announces Corporate Development Plans and New Ticker Symbol - PAIV Thursday May 18, 4:08 pm ET
ATLANTA, GA--(MARKET WIRE)--May 18, 2006 -- Paivis, Corp. (formerly known as APO Health, Inc.) ("PAIVIS" or the "Company") (OTC BB:APOA.OB - News) today announces corporate development plans, and effective Friday May 19, 2006 Paivis will have a new ticker symbol, (OTC BB:PAIV.OB - News).
... is easy to find at yahoo. I thought it strange at the time because they omitted any mention of share structure/restricted vs not. But stressed the importance of making quick decisions (which maybe weren't too bright). Sorry can't post the link, I'm signed into a paid account there.
Now, my point in mentioning this is twofold. JPHC PRs, dated near the 18th DID state that the restricted status was not official yet. Also, APOA came out with the PR for the restricted divvy paid to APOA shareholders. There's more date convergence on this issue - but my opinion is that the divvy date created part of the problem/confusion. And, NEVER anything PR'd or filed before May 18 about officially restricting JPHC shares.
AND, JPHC shares were never withdrawn from the market and destroyed, never entered a quiet period for accounting.
AND, my dd PC blew up yesterday. Before I can get to the history, I have to clean up years worth of dust bunnies (big as hounds, really) to get the hard drive out!!! Not happy about that.
posted
SuperBee, my compliments. You are the most magnanimous person I have ever had the privelege of meeting online. I know what you have been through over this. Is everything working out okay? Hope we're all around to laugh about this in a year or two!
posted
Super I disagree, do not think for a moment that ameritrade was innocent-they naked shorted this stock-it is already been proven ameritrade and other brokers were wrong and look at today's trading they influenced MM's to drop it hard !! this is a simple case of screw the little guy give me a break--go ahead everybody believe this was an accident - call the SEC nothing will happen if you don't - you know the SEC doesnt care about penny stocks - but the law is the law - if enough people call they would have to resolve this with a public statement
Posts: 230 | From: florida | Registered: Feb 2006
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posted
db, this was no 'accident'. But how about letting the pros unwind the paper trail and see where it leads them. We may still have a few surprises. Not that I want them, this has pushed me over my surprise quota for the year.
File complaints, yes. My complaints may not be yours or others, though. That's how improvements in this system are made, everyone pitching in their point of view.
posted
when someone admits they were at fault in a public statement then I will stop accusing those who may be guilty.
Posts: 230 | From: florida | Registered: Feb 2006
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posted
Hey Tick.. thanks for the compliment, and yes.. everything worked out ok. I do hope we can laugh about it in a year! I'm just glad I can breath normally right now without hyperventilating! LOL
db - ok.. when I called on Monday morning, and asked my question about not understanding why I couldn't sell, he said yes, I could. They thought they were getting the shares in that day. They didn't know about the restriction either, so he thought he was doing me a favor by converting my JPHC shares to the correct amount and putting the order in for me. As soon as they realized their mistakes and that our JPHC was restricted, they halted the trading. Yes, they were wrong, but it was a MISTAKE. They didn't sell restricted naked shares knowingly. Shoot.. with a yearly audit by the SEC making sure that every i is dotted, and t is crossed, they aren't going to knowingly do something like that. Mistakes happen, but they ARE fixing their mistakes. As far as the trading today and the MM manipulation.. yeah.. I saw it. I see it in most penny stocks for that matter, but yes, I saw that today.
-------------------- "As long as there are dreamers, there are dreams that will come true." Posts: 862 | From: CT Yankee..... in FLA | Registered: Aug 2005
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posted
The restricted shares were disclosed in the 8k filed on May 11th 2006 and in every filing that I have looked at..
No mater what people think the pr's may say.... ANY broker that releases shares into the market prior to the certs being delivered restricted or not is IN THE WRONG.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2006
PAIVIS, CORP. (Exact name of registrant as specified in its charter)
Nevada 00030074 86-0871787 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
#400 - 3475 Lenox Road, Atlanta Georgia 30326 (Address of principal executive offices) (Zip code)
Registrant’stelephone number, including area code: (404) 601-2885
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.
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.
Posts: 132 | From: NC | Registered: Jun 2005
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posted
super, sorry you got caught up in all of this over all I'm making money on this fiasco-I am just tired of letting MM's or whoever take advantage of the small investor-I will do my best to try and explain to the SEC but, we all know they don't care - has anybody had a positive experience with the SEC? is the SEC corrupt? I think they are influenced.
Posts: 230 | From: florida | Registered: Feb 2006
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posted
Don't be trading this. I talked to them and they said every one trading this will probably have to pay it back. These shares are restristed unless you are trading APOA shares. Hope this helps.
-------------------- It's only money..We'll make more tomorrow! Posts: 788 | From: Tx. | Registered: Jun 2005
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posted
"...has anybody had a positive experience with the SEC?"
Yes. But don't bother going to them empty-handed.
Stock Jockey, now where have I seen that filing before? Oh yeah, pages and pages of dd and pages and pages of posting and it still says the same thing. Either/or. 50/50. So did the PRs - TBD.
However, the SEC is not responsible for the restricted legend on certs, and SEC filings don't make it happen - that's the transfer agent's business, not the SEC, not the brokers, not the MMs, not the shareholders.
posted
db, I've been reading this thread since Tues, when I saw my margin call. I saw that alot of people made some fantastic profits.. and congratulations to all of you!! I've dealt with the SEC before, and I believe they are on the up and up, and as strict with the rules as the IRS. The rule breakers, the thieves, the ones who take advantage and walk that thin line between legal/illegal.. in my personal opinion, are the Market Makers. It's ongoing, and I wish something could be done. But what? Maybe if we can figure something out, maybe if we could show actual proof to the SEC.. but how? I just don't know how their manipulation CAN be proved.
-------------------- "As long as there are dreamers, there are dreams that will come true." Posts: 862 | From: CT Yankee..... in FLA | Registered: Aug 2005
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posted
Hi DQ, I wouldn't trade on this for anything - not a daytrader, and wouldn't want to waste my free rides. But is it open for trading on the PAIV symbol through Ameritrade, do you know?
posted
scary DQ - thats not what I was told but,,,,,,,has this been publicly annouced or any documentation on this matter? no
Posts: 230 | From: florida | Registered: Feb 2006
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posted
super , I really believe MM's and the SEC are bed fellows. why wouldn't anybody on all the BB's know whats going on ? come on even the government can't keep a secret.
Posts: 230 | From: florida | Registered: Feb 2006
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posted
db, part of what DQ says is a matter of fact for any failure to deliver. If you buy, and shares cannot be located by settlement date, you have a 'naked long' position. And retail traders are not short-exempt. The position would have to be liquidated at market price.
Daytraders, in and out in one day, would not encounter that problem. Why do you think daytrading for small gains is encouraged on OTCs? That's how the MMs want it, so they can close their short positions quickly.
posted
Tick not sure what you are saying - a naked long? you can't sell shares without being responsible eventually short or not someone is accountable-day traders selling fictitious shares?maybe
Posts: 230 | From: florida | Registered: Feb 2006
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Failures to deliver may result from either a short or a long sale.
A "fail to deliver" occurs when a broker-dealer fails to deliver securities to the party on the other side of the transaction on settlement date. ---------------------------------
th0th had a good example a few pages back - hypothetically 2 buyers, where each buys the entire float. As long as one buyer sells his position before settlement date, the entire float could be delivered to the second buyer. There would be no fail to deliver.
Now, think about all the peeps that are buying PAIV with plans to hold it to artificially drive the pps up. This, in itself, is an illegal activity. It works fine as long as you are not the owner come settlement day. At this point, the buyer is the one with a clock ticking.
Hate to twist anyone's noodle on this, but if you accept the fact that the shares do exist in tradable form, then you must admit that they were legally traded (unrestricted) - which I believe is the case. You cannot have it both ways.
Personally, I think a much easier remedy could have been affected by Paivis - increase the float to accommodate these errant shares and allow for a more controlled recovery. But hey, I don't have all the facts, and what do I know anyway?
Now can you see why MMs are not happy about long-term holders?
posted
Holding shares and as a result increasing demand is what the game is all about. How is it illegal to hold shares to push the PPS? Its not, thats what you do with any trade. You hold your shares until somebody wants them bad enough to pay(hopefully) what your asking.
quote:Originally posted by TickTrader: Now, think about all the peeps that are buying PAIV with plans to hold it to artificially drive the pps up. This, in itself, is an illegal activity.
-------------------- He who dies with the most toys Wins!!! Posts: 65 | From: Richmond, VA | Registered: May 2006
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posted
MakeMoney, holding 'naked positions' to manipulate the market is illegal. Do you think those errant shares are going to be available on YOUR settlement date? There's your risk. You will need to shift your position to someone else - same as the market makers do with 'naked short positions'.
There are penalties to brokers, which funnel down to the shareholders via margin calls, etc. Read the SEC Q&A page for the proper terminology.
I am really glad that things worked out for you on Ameritrade. When I saw that you had over a 2 mil Maintenance call from Ameritrade I really freaked out for you, but I was in the same boat. I wake up, get my coffee, turn om computer, log on to ameritrade and y account was froze and I had a 3.3 mil Maintence call from Ameritrade. My ears got red, my brains turned to mush I couldn't think, I paced for days and went thru bags and bags of Sunflower seeds like a "crack parrot on steriods." Long story short as most would say, I picked up my pieces, pulled myself together, called Ameritrade and worked it all out. Needless to say it was a great learning experience, seasoned traders capitalized like they knew how (Congrats)unfortunately at the expense of the learning group, But that's the way the game is played. Always do you "DUE DILIGENCE" GLTA, my 2 cents have a GREAT day, I'm headed back to my pirch and i'll be watching from the sidelines.
Posts: 38 | From: FLORIDA | Registered: May 2006
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posted
File a Paivis SEC Complaint, Very Important
That you ask for.
That you want the SEC to force Ameritrade to buy back all the May 19, 2006 Illegal Restricted Paivis shares that Ameritrade fraudulently flooded the open market with. Tell the SEC you want them to force Ameritrade to buy back all the Illegal Restricted Shares in one day just as they Ameritrade flooded the open market with these Illegal Restricted Paivis Shares on May 19, 2006. It is very important to request this, if you do not Ameritrade will have at their own discression the time frame to buy those Illegal Restricted Paivis Shares.
Also request from the SEC for Ameritrade to make known the amount of Illegal Restricted Shrares they Ameritrade flooded the open market with on May 19, 2006. We as Legal Paivis shareholders have a right to this information. There may be 3 Billion NSS Paivis Shares by Ameritrade. If Ameritrade is told by the SEC to buy all those shares back in One Day look out we will have a huge SP increase.
Do not let Ameritrade get away with this FRAUD. http://www.sec.gov/complaint/selectconduct.shtml Select this link to file your complaint. Fraudulent or unregistered offer or sale of securities ******************************************************** By: dallas66tx 25 May 2006, 05:21 PM EDT Msg. 54779 of 54798 (Msg. is a reply to 54777 by simont68.) simon:
You and everyone else that uses Ameritrade really need to go to this website and file a complaint. I know a lot of people sold that knew shares were restricted, but Ameritrade KNOWINGLY credited accounts with "phantom" shares, and KNOWINGLY told shareholders the securities were free trade shares, when they in fact knew they were passing false information. Ameritrade should be held accountable for knowingly violating securities laws.
posted
LOL Exposed, I loved your bird/sunflower seed description. I'm glad your problem got straightened out too! Yes, it definitely was a learning experience. It was such a GOOD lesson, that I definitely will never need a refresher course! Ameritrade is fixing the MISTAKES made, and I will NEVER believe that they 'Knowingly' told shareholders that the securities were free to trade. You know how it goes.. information starts at the top.. trickles down through everyone involved, until it hits the brokerage firms. They aren't the first to find out the information on what a company is going, or not going, to do. They're the last, and it depends on the company, Tfr agnt, everyone involved, to get that information to the brokerage firms in a timely manner.
-------------------- "As long as there are dreamers, there are dreams that will come true." Posts: 862 | From: CT Yankee..... in FLA | Registered: Aug 2005
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posted
I have filed a formal complaint on this issue to the SEC - everyone involved should - otherwise we may never know.
Posts: 230 | From: florida | Registered: Feb 2006
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