posted
Just a FYI... was afraid of this, nothing for sure, but look out Monday to all who sold... Got this off RB...
Money-made
is right. I talked to Loyola a few times on Friday and it looks to me that everyone who sold will have to rebuy all of there shares at market prices and most likely the brokerages will get authorization to do it themselves. And yes this can happen and seems to be legal.
Everyone who sold knew there shares were restricted and basically broke a contract that was written in stone that said the shares were restricted and you did it anyway.
Its like receiving a million dollars by accident in your account and you go out and spend the money knowing its not yours. Its illegal and it will be corrected.
45 million of market cap was erased by this mistake and it is going to be fixed per loyola and back to where it was originally which is .01.
From what im hearing the people who sold could literally lose everything including there house if they sold at .001 and have to buy back at .005 to .01 if the news is true.
They will catch the party who started this illegal crap and I hope there prosecuted.
My big guess is that this had something to do with all the naked shorts that never covered. No coincedence in my opinion.
All in all my guess is a pr will come out MOnday morning before open clearing all this up and forcing all of these shares to be bought back.
And if the mms are naked shorting these shares they must cover because noone is allowed to short restricted shares.
-------------------- "Remember... no matter where you go, there you are." - Mad Max Beyond Thunderdome
IP: Logged |
posted
so should i buy this stock at .001? or what? is it a good buy? i have been reading this thread, and everyone is talking about restrictions? i would not have any if i just bought it right? please let me know. thank you
IP: Logged |
posted
good question howie. If we buy on Mon morning X .001 - .002 while the restricted shares are being bought back at "higher" prices (if the scenario real and legal) there might be a possibility of making up to a 1000%? Wow. This sounds nice cause my shares wouldn't be restricted if I bought in Mon morn. I think I will look further into this!!!
-------------------- I buy fast and sell faster!
IP: Logged |
posted
I highly doubt you will be able to get any shares at .001. I think that once this all gets sorted out, PPS will increase one way or another. Getting this stock that low has come and gone.
IP: Logged |
posted
i do not believe at all they will have to buy the shares back at a higher PPS. This is not the traders fault for the TA and the broker are responsible for placing the restriction. These people are just mad cause they could not sell their shares and the brokers are just trying to cover their butts because they made a mistake. there is a 3 day settlement period and they can take those shares away from you during those 3 days. If they allow this to go past 3 days, then everything will stay the same. the next 3 days is very important. But yes, they can reverse your trade but it will not be bought back at a higer price, will NOT! This has haulted all over it. and who knows how long it will take to get it taken care of. Good Luck with this ride, i would stay far away from anything that JPHC has had their hands in. they are very dirty.
IP: Logged |
posted
nomed, your post from RB is just more opinion, and some of it is incorrect in this situation.
Everyone who sold knew there shares were restricted... questionable, at best
They will catch the party who started this illegal crap and I hope there prosecuted. OK, what is it? A mistake, or illegal crap? Perpetrated by... DTC? NSS?
My big guess is that this had something to do with all the naked shorts that never covered. No coincedence in my opinion. horse manure
All in all my guess is a pr will come out MOnday morning before open clearing all this up and forcing all of these shares to be bought back. Really? That's just not how it works, but okay.
This is exactly why I keep records of PRs, SEC filings, etc. The other opinions in that post are 'for effect' and may not have anything to do with this situation. If PAIV isn't halted on Monday, I'm buying more and taking the day off.
posted
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.
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.
IP: Logged |
posted
Hi, all, Know I'm late to the party, but I don't get the "restricted shares" hub-bub. I see by OTCBB Dailylist that APOA shareholders were to receive restricted shares, rate to be announced, record date 5-10 (which, being quoted no ex-date, essentially beomes the ex-date)...
Then I see JPHC being deleted effective 5-19, with shareholders to receive .46 shares of PAIV, which is new symbol for APOA, also effective 5-19.
But what connects the two? APOA shareholders from 5-10 (probably 3 days before that) are due some un-rated restricted shares...but what does that have to do with JPHC shareholders, who seem to be due .46 shares of common stock of PAIV?
-------------------- Nashoba Holba Chepulechi Adventures in microcapitalism...
IP: Logged |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT PURSUANT TO SECTION 14F OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
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’s telephone number, including area code: (404) 601-2885
PAIVIS, CORP.
INFORMATION STATEMENT PURSUANT TO SECTION 14F OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
PAIVIS, CORP. IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS DESCRIBED IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY PAIVIS, CORP.’S SHAREHOLDERS IS REQUIRED TO BE TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT.
This Information Statement is being furnished to the holders of record on May 11, 2006, of the outstanding shares of common stock, $.0001 par value (“Common Stock”), of PAVIS, CORP., a Nevada corporation (the “Registrant”), in connection with the designation by PAIVIS, CORP. of the newly elected members of the Board of Directors of the Registrant, pursuant to the terms of a Merger Agreement, dated April 21, 2006 (“Merger Agreement”), by and among the Registrant, Jupiter Global Holdings, Corp. (“Jupiter”) and a newly formed subsidiary of the Registrant established for the purpose of consummating the Merger Agreement. This Information Statement is being provided solely for informational purposes and not in connection with a vote of the Registrant’s stockholders.
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. Also on May 11, 2006 appointments of new officers and directors for the Registrant were executed.
This Information Statement is being furnished pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder. The information contained in this Information Statement concerning the officers and director has been furnished to the Registrant by new officers and directors. -------------------------------------------------
Change in Control Transaction
The Merger Agreement provides for the Registrant’s acquisition of 100% of the outstanding common stock of Jupiter in exchange for (i) the Registrant’s issuance to Jupiter stockholders of 0.46232085067036500 shares of the Registrant’s Common Stock for each share of Jupiter common stock (the “Exchange”). The issuance of the Registrant’s shares of common stock, options and warrants to the Jupiter stockholders is intended to be exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.
On May 11, 2006, the Registrant consummated the transactions under the Merger Agreement (the “Closing”) and acquired 10,000,000,000 common shares of the outstanding capital stock of Jupiter in exchange for the Registrant’s issuance to the Jupiter stockholders of 4,623,208,507 shares of the Registrant’s common stock. The issuance of the Registrant’s shares of common stock to the Jupiter stockholders was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.
In connection with the Merger Agreement, there will be a change of control. Prior to the Closing, the Registrant had 56,575,212 shares of Common Stock outstanding. Upon issuance of the Exchange shares following the Closing, the Registrant will have a total of 5,245,535,839 shares of common stock issued and outstanding. Upon issuance of the Exchange share, the Jupiter stockholders will own approximately 78% of the issued and outstanding shares of the Registrant’s common stock, the stockholders of the Registrant immediately prior to Closing (“Existing Stockholders”) will own approximately 12% of the shares of the Registrant’s issued and outstanding common stock.
Following the Closing, there remain 200,060,002 shares of Jupiter’s outstanding Convertible Preferred Stock that were not exchanged for the Registrant’s shares. The Merger Agreement made no provision for the exchange of the Jupiter shares of Convertible Preferred Stock.
Voting Securities
The Registrant’s Common Stock is the only class of equity security that is currently outstanding and entitled to vote at a meeting of the Registrant’s stockholders. Each share of Common Stock entitles the holder thereof to one (1) vote. Upon issuance of the Exchange shares following the Closing of the Merger Agreement, there will be 5,245,535,839 shares of the Registrant’s Common Stock outstanding.
Board of Directors and Executive Officers
Directors are elected at the annual meeting of stockholders or by unanimous written consent of the stockholders, and each director holds office until his successor is appointed or he resigns, unless sooner removed. The Registrant currently has no standing audit, nominating or compensation committees of the Board of Directors. The Registrant’s Board of Directors and executive officers prior to the Merger Agreement are set forth on the table below. Stockholders may communicate with any of the Registrant’s directors, by submitting written correspondence to the Registrant’s executive offices. The following sets forth certain information concerning Dr. Jan Stahl and Mr. Kenneth Leventhal and their respective backgrounds and experience.
Name Age Position Dr. Jan Stahl 57 Chairman, Chief Executive Officer, Acting Chief Financial Officer, Principal Accounting Officer, Secretary, Director
Dr. Jan Stahl is a New York State licensed dentist. Dr. Stahl founded the Registrant, formerly known as APO Health, and the Registrant’s wholly-owned subsidiary, in 1987, and has been its Chairman, Chief Executive Officer, Secretary and a Director since such time. Dr. Stahl's primary responsibilities for the Company were in the area of sales and marketing. Prior to founding the Registrant, Dr. Stahl was a practicing dentist in the state of New York.
Kenneth Levanthal founded Universal Medical Distributors, Inc. ("Universal"), a subsidiary of the Company, in 1985 and has served as its president since such time. Prior to founding Universal, Mr. Levanthal had been employed as Executive Vice President of Medardo Corp., a division of Omnicare, Inc., having been employed by Medardo Corp. since 1997, prior to its acquisition by W.R. Grace & Co. (the parent company of Omnicare, Inc.).
Director and Officer Compensation
During fiscal 2005 and through the date of this Information Statement, the Registrant’s officers or directors have been paid $489,453 in aggregate compensation. The determination of whether to pay compensation to the Registrant’s officers and directors is made from time to time by the Registrant’s Board of Directors. The Registrant’s officers and directors are reimbursed for any out-of-pocket expenses incurred on the Registrant’s behalf.
PAIVIS’ New Officers and Directors
In connection with the Closing, Dr. Stahl and Mr. Leventhal each resigned from their officer and director positions effective as of the Closing. Dr. Stahl and Mr. Leventhal tendered a resignation at the Closing that became effective May 11, 2006. The resignations of the directors and officers from their positions was not due to any disagreement with the Registrant.
At the Closing of the Merger Agreement, the Registrant’s directors appointed Gregory Bauer and Guriqbal Randhawa, as the two new directors of the Registrant and each has consented to serve as a director of the Registrant. Jupiter has advised the Registrant that, to its knowledge, Mr. Bauer and Mr. Randhawa, nor any of their affiliates beneficially own any equity securities or rights to acquire any such securities of the Registrant, and no such person been involved in any transaction with the Registrant or any of its directors, executive officers or affiliates that is required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission other than with respect to the transactions between Jupiter and the Registrant that have been described herein. Mr. Bauer and Mr. Randhawa and their affiliates currently beneficially hold no shares of the common stock of Jupiter and will hold no shares of common stock of the Registrant as a result of the Exchange. In addition, Jupiter has advised the Registrant that, to its knowledge, neither Mr. Bauer nor Mr. Randhawa is currently a director of, and neither holds any position with, the Registrant, nor do either of them have a familial relationship with any director or executive officer of the Registrant.
The following sets forth certain information concerning the Jupiter’s Designees’ background and experience:
Name Age Position(s) Gregory Bauer 45 Chief Executive Officer President, Interim Financial Officer, Treasurer and Director
Guriqbal Randhawa 33 Director
Mr. Bauer currently holds the position of COO/President of Macro Communications. His primary focus has been to restructure debt and secure funding options. Since joining the team, MACRO’s debt has decreased by $3.7 million in a short period of time. In addition, he orchestrated two national distribution contracts which increased company revenue by 30%. Prior to this, Mr. Bauer successfully restructured WebUsenet as its COO and formulated a new company called WV Fiber in which his title was CEO/President. While at WV, he was responsible for setting the company’s direction and vision as a leader in the IP delivery space and delivered a sales pipeline that totaled $ 50 million in less than a year. Additionally, Mr. Bauer held the position of Executive Director of Sales at Interoute, a Pan European IP network based company in London. Before joining Interoute, he was Executive Vice President of Corporate Development for QOS Networks. During his tenure at QOS Networks he established multiple joint ventures and secured the largest bandwidth contract in the company’s history. Mr. Bauer has spent his career in a variety of leadership positions that have contributed to strong organizations. He has worked extensively with different cultures achieving success all over the world.
Mr. Randhawa is a former Wall Street analyst with more than eight years senior financial experience. He began his career with Deloitte & Touche in 1997, where he was first an auditor in Vancouver, B.C., and then a Senior Consultant with the Capital Markets Energy Trading Risk Management Practice in New York. In 2000 he joined New York-based Ziff Brothers Investments (“ZBI”), the multibillion dollar hedge fund group of one of America’s wealthiest families. As a Senior Associate at Ziff, Mr. Randhawa was responsible for following European and emerging market equities across a range of sectors. He aided ZBI in growing his investment management group from zero to 15 analysts and was assigned to lead several special projects involving more than $1 billion in total investment. In 2004, he formed Trivandrum Capital, an alternative strategy firm focused on Energy, India and Venture projects.
Mr. Randhawa graduated from the University of Victoria in 1995 with a B.A. in Economics, With Distinction. He subsequently pursued post-graduate studies in Finance and Accounting at Simon Fraser University. He is a Chartered Financial Analyst (CFA) and has completed the examinations for the Certified Public Accountant (CPA) designation.
Certain Relationships and Related-Party Transactions
Prior to the Merger Agreement, the Registrant’s offices were occupied by the Registrant under a lease between the landlord who is an unaffiliated third party and an affiliated company PJS Trading, Corp., a New York corporation ("PJS") owned by Dr. Jan Stahl. The Registrant occupied the premises under an oral agreement with PJS and Dr Stahl whereby the Registrant discharges all the obligations of the lease with the landlord. Neither PJS nor Dr. Stahl derives any profit from the Lease nor will they during the balance of the Lease Term. Management believes the terms of the lease are at least as favorable as the Registrant could obtain from unrelated third parties. Subsequent to the closing of the Merger Agreement on May 11, 2006, this related party transaction has no further effect or binding application to the Registrant.
Beneficial Ownership of the Registrant’s Common Stock
The following table sets forth, as of May 12, 2006, certain information concerning the beneficial ownership of each class of the Company’s voting stock by (i) each beneficial owner of 5% or more of the Company's voting stock, based on reports filed with the SEC and certain other information; (ii) each of the Company’s executive officers and (iii) all executive officers and directors of the Company as a group:
Number of Shares Owned Percentage Name of Record and Beneficially Common Stock Outstanding (1)
Guriqbal Randhawa, Director Nil 0.00% #400 - 6475 Lenox Road Atlanta, GA 30326
All Directors and Officers Nil 0.00% As a Group
______________________________________ (1) The securities “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within sixty (60) days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities. This table has been prepared based upon the issuance of the Exchange shares following the Merger Agreement of 5,245,535,839 shares of Common Stock.
Section 16(a) of the Exchange Act requires that the Registrant’s officers, directors and persons owning greater than ten percent (10%) of the Common Stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of Common Stock. Such Reporting Persons are also required by applicable SEC rules to furnish to the Registrant copies of all forms filed with the SEC pursuant to Section 16(a) of the Exchange Act.
Signatures
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this information statement to be signed on its behalf by the undersigned hereunto duly authorized.
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.
posted
hmm. Interesting indeed. After seeing that "common" shares were issued I now know my theory will not work. I'm not in and am glad for those of you who did make out.
Always remember to protect your capital and take some profit to keep you in the game.
-------------------- I buy fast and sell faster!
IP: Logged |
quote:Originally posted by MoneyMoneyMoney: hmm. Interesting indeed. After seeing that "common" shares were issued I now know my theory will not work. I'm not in and am glad for those of you who did make out.
Always remember to protect your capital and take some profit to keep you in the game.
M3, don't say you "know" cuz of anything I say. I'm simply reading what's up there.
I just like to bone up on these deals, to see what "the system" is capable of... in many cases, lol, capable of "doing to" traders...
Someone mentioned GLKC/GLCK(E) (whatever that ticker was), which in fact did pay off quite handsomely. I first ran across that ticker when doing DD for the GLUV/GVRP/MAMG fiasco... The former seemed to be the only "near-precedent" for the geekiness of the latter.
As many know, the GVRP error paid very well for Ameritrade clients who sold before it was suspended. The ratio was roughly this: $100 buy nets $15k pay-off, perhaps even $30k; that was "best-case," as it traded roughly $2 to $4 during the week of the screw-up and traded after the f/s mostly at .0001 but at times as high .0002 (some market orders went through at .00002--still a nice profit, but a sidenote worth mention if nothing other than evident "geekiness").
What I don't know is whether GLKC(?) alerted the powers that be to these kinds of foul-ups, or whether some fundamental threat to the powers was absent in the GLKC run. As far as I know, it was not suspended and still trades.
Alas, that has been neither the fate of GVRP (who apparently pushed through an illegal r/s post-suspension) nor of BCIT, another supposed MOASS, ie, "Mother of All Squeeze Plays." It, too, was headed for Trader Pay-off Legend status, when *it* too was suspended.
The details, regs broken and so forth are different, but the commonality is, as I believe "Repoman" has suggested, the broker/dealer community will *not* take a horse-whipping. In both cases (GVRP and BCIT), the buy-in provisions were suspended--basically, broker/dealers were let off the hook while investor/trader capital remains frozen in limbo to this day.
Another oddity than may pertain: In GVRP's case--which was brought to the attention of both the NASD *and* SEC before forward-split shares were traded, as well as the company *and* the TA--Ameritraders who received their shares "automatically" were at first assured by Ameritrade that no problem existed. Within about 72 hours, Ameritrade reversed its position and warned clients they could be "liable" for a short position.
Incredible! We traders can *not* short pennies...
Acting, I believe, from that sort of "salt of the earth" mentality, those traders who said, "Sure--sell 'em" profited at the ratio mentioned. But it was a tense period until the dough was banked...
Another thing--perhaps also mentioned by Repo--is that even if one is *in the right,* a brokerage can make it very tough to access your funds/account. One trader on this board--who ultimately prevailed with more than $10k--also had that same account frozen, for at least a day or two...
Anyway...a long-winded ramble, to be sure...but one that may provide some background for others--and explains my interest. Will follow along...and as others know may even play it...
-------------------- Nashoba Holba Chepulechi Adventures in microcapitalism...
IP: Logged |
posted
This is a soap opera, IMO shareholders cannot legally get screwed by this. This time the compnay has to be held resonsible, or the brokerages.
IP: Logged |
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
IP: Logged |
Would you mind pointing out what you believe is relevant? In group DD, it's helpful and efficient to both provide the source (as you have done) and also to direct attention to those lines/points that may obtain. This is not like those who pop up with a ticker on a thread saying, "What do y'all think?"
--tex
quote:Originally posted by traderofcents: No, ment the 8-k!
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
-------------------- Nashoba Holba Chepulechi Adventures in microcapitalism...
IP: Logged |
posted
"quote: -------------------------------------------------------------------------------- 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.... --------------------------------------------------------------------------------
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."
These JPHC shares are RESTRICTED!! I talked to Glenn * PAIV (1-800-963-6471) yesterday (friday) with shareholder relations!! Also, APOA dividend shares are RESTRICTED!! HE also commented that there was approximately 55 MILLION shares on the float from the original APOA common stock! These are the only shares that are tradable! With 649 Million Shares traded on Friday, how many will have to be bought back on Monday, cause shareholders sold their restricted shares????
IP: Logged |
posted
Bingo trader... You hit the nail on the head. Shares are restricted. always have been and will be for a long time. NOW, I would suspect they will halt trading Monday, return all these shares to their original owners and then start trading after the paper trail is wrapped up. Have a nice evening. TMAN...
-------------------- In the end, trust only yourself when trading stocks.
IP: Logged |
posted
ToF, I assume your post refers to this line:
quote: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.
lol, first of all...calm down...exclamation points etc only muddle the picture at this point...we still have the remainder of the weekend to DD this thang...
First, what can you tell us about "Glenn" at PAIV?
Second, clearly--by OTCBB dailylist--APOA *intended* some sort of resctricted-share issue...
Third, please realize companies screw up even the simplest of splits, all the time...continually...chronically. LOL, I recently made about 80 bucks that cost me a nickel...not a big play, but free money--just because of the way it was filed.
Fourth, we need to address how might APOA shareholders be given preferential treatment over JPHC shareholders...
Logically, it makes no sense. Possibly? Sure--just read my preceding, long-winded post re GVRP/BCIT etc... Loopholes exist, no question.
But the basic question here, I think, is this: how can common stock also be restricted stock?
-------------------- Nashoba Holba Chepulechi Adventures in microcapitalism...
IP: Logged |
posted
The original shares have morphed several times through this ordeal. I won't even throw down my analysis on restricted vs. free-trading.
There's some other points in that form 14f1 that are interesting/unusual.
I do know this... the only entity capable of placing or removing a restricted legend is the transfer agent (the company, if they act as their own transfer agent). It is not left up to brokers or shareholders to determine the status. Mistakes are possible at every point of contact, though.
Read below and decide for yourself, the SEC has to stop fims such as Ameritade from Illegal Naked Shorting. Where was DTCC?
I put together these different Governing Agencies and their Rolls. Here is the Question we need answered about what happened with Paivis on Friday’s Trading of 645,915,747 shares when the average volume is 29,948,121 shares a day.
These Shares traded were Restricted as per 8K and previous PR from management stateing the Shares are Restricted.
Where did all of these Shares come from that Ameritade put on the Open market. The DTCC never issued the Restricted Shares, the Transfer Agent never received the restricted Shares, but Ameritrade has the Restricted Shares and puts them on the Open Market. IMO what Ameritrade did on Friday is the most Classic Case Of Naked Short Selling I have ever seen. At the end you will find Parts 1 thru 4 explaining how NSS is done.
SEC A government commission created by Congress to regulate the securities markets and protect investors. In addition to regulation and protection, it also monitors the corporate takeovers in the U.S. The SEC is composed of five commissioners appointed by the U.S. President and approved by the Senate. The statutes administered by the SEC are designed to promote full public disclosure and to protect the investing public against fraudulent and manipulative practices in the securities markets. Generally, most issues of securities offered in interstate commerce, through the mail or on the internet, must be registered with the SEC. Here's an example of an activity that falls within the SEC's domain: if someone purchases more than 5% of a company's equity, they must report to the SEC within 10 days of the purchase because of the takeover threats it may cause.
DTCC Established in 1999, the DTCC is a holding company consisting of 5 clearing corporations and 1 depository, making it the world's largest financial services corporation dealing in post trade transactions. Owned by its principal users, the DTCC's function is to integrate the NSCC and DTC, streamlining clearing and depository transactions in attempts to reduce cost and increase capital efficiency. http://www.dtcc.com/
NASD A self-regulatory organization of the securities industry responsible for the operation and regulation of the Nasdaq stock market and over-the-counter markets. It also administrates exams for investment professionals, such as the Series 7 exam. The NASD watches over the Nasdaq to make sure the market operates correctly. http://www.investopedia.com/terms/n/nasd.asp
Transfer Agent A trust company, bank or similar financial institution assigned by a corporation to maintain records of investors and account balances and transactions, to cancel and issue certificates, to process investor mailings and to deal with any associated problems (i.e. lost or stolen certificates). Because publicly-traded companies, mutual funds and similar entities often have many investors who own a small portion of the organization, require accurate records and have rights regarding information provision, the role of the transfer agent is an important one. Some corporations choose to act as their own transfer agents, but most choose a third-party financial institution to fill the role. http://www.investopedia.com/terms/t/transferagent.asp
Brokerage Functions, Underwriting and Agency Roles The Primary Market Perhaps the most lucrative aspect of the securities business at present is the selling of new securities issues to large institutional and retail investors. The sale of new issues in this manner constitutes what is known as the primary market http://www.investopedia.com/articles/basics/04/042304.asp
Rule 144 Restricted and unregistered Stock A Securities and Exchange Commission rule that sets the conditions under which restricted, unregistered and control securities can be sold. These are the five conditions that must be met for these securities to be sold:
1. The prescribed holding period must be met. 2. There is an 'adequate' amount of current information available to the public regarding the historical performance of the security. 3. The amount to be sold is less than 1% of the shares outstanding and accounts for less than 1% of the average of the previous four weeks' trading volume. 4. All of the normal trading conditions that apply to any trade have been met. 5. If wishing to sell more than 500 shares or an amount worth more than $10,000, the seller must file a form with the SEC before the sale. Brokers may sell restricted, unregistered and control securities, but on an 'agency' basis only. They may sell them, but can't solicit a buy order. If the seller is not associated with the company that issued the shares and has owned the securities for more than two years, the seller does not need to meet any of the five conditions and can sell the securities as they would any other.
posted
same, putting this on Paivis just isn't going to fly. Not here, can't see it. Friday's volume (day 1) was not inconsistent with the circumstances.
You seem to have a firm pulse on the situation. Maybe you can put a pulse on this activity...
What, exactly, was the trading on JPHC all about between the dates of May 11 and May 19? I didn't get any more shares during that time period. HEY WILDWEB, did you? Anybody? Reruns? Autopilot? Any thoughts on this?
same, I pulled up your previous posts. I won't tell anybody that you were one of Dr. Who's group, we'll keep that between us.
There are a few relationships that I figured out on my own, thanks to the 14f1. Dr. Who and his merry men, dogcatcher w/numbers appended, and a certain IR guy.
posted
Buy Tex, I went through this when BKMP gave shares in Amerosi. AMSN. They were a divi which I know is different then here but they are common and they are restricted. Is there anyone here that 1. held shares through the change in symbol and 2. sold those shares Friday. 3. who do you use as your trading platform. Just curious if there is some kind of notice that may be posted on your account now. TMAN...
-------------------- In the end, trust only yourself when trading stocks.
IP: Logged |
posted
Tick, I was wondering where ole Dr. Who had went to. Hadnt heard from him and his billions of shares. lol. I still laff when I thought you two were living in the same town. lol. TMAN... and dogcatcher is another interesting character. I dont think he works with these yahoos because he is still posting over at the igtg thread and talking PR's. I wonder if they use the same pr group as jphc did. i havent found the conection yet but it makes you wonder.
-------------------- In the end, trust only yourself when trading stocks.
IP: Logged |
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
![[Big Grin]](biggrin.gif)
may even play it...
