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Author Topic: PAIV\JPHC Merger
Karma Earl
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Paivis, Corp. Provides Information Regarding the Exchange and Delivery of Shares as per the Recently Completed Merger With Jupiter Global Holdings, Corp.
Thursday June 29, 6:13 pm ET


ATLANTA, GA--(MARKET WIRE)--Jun 29, 2006 -- Paivis, Corp. ("PAIVIS" or the "Company") (OTC BB:PAIV.OB - News) provides additional information regarding the procedures that Jupiter Shareholders should follow in order to efficiently exchange their Jupiter common shares (the "Jupiter Shares") for their new PAIVIS shares ("Merger Shares") under the terms of the recently completed Merger Agreement with Jupiter Global Holdings, Corp. Specific details regarding the Merger Agreement and the Merger Shares can be found in the Company's Form 8-K filings made on April 25, 2006 and May 17, 2006 with the U.S. Securities and Exchange Commission.
ADVERTISEMENT


The Merger Shares to be received by the Jupiter Shareholders are "restricted securities" as defined by Rule 144 promulgated under the Securities Act of 1933. The Merger Agreement provides that the Merger Shares will not be registered under the Securities Act, 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, or (ii) PAIVIS receives an opinion of counsel for PAIVIS that an exemption from the registration requirements of the Securities Act is available.

Due to the effectiveness of the Merger, the former Jupiter Shareholders have now been registered on the transfer books of the Company but certificates representing the Merger Shares can only be issued in accordance with the Merger Agreement, particularly the Exchange of Certificates Section 1.09 (i), whereby the Jupiter Shareholders must surrender their Jupiter common share certificate(s) to the transfer agent of PAIVIS, in order to receive their Merger Shares certificate.

PAIVIS provides its new shareholders from Jupiter Global Holdings, Corp. the following instructions to complete the receipt of their Merger Shares:

A. If you owned shares in Jupiter as of May 23, 2006 that were held in
certificate form, please forward your Jupiter common stock
certificate(s) to PAIVIS' Transfer Agent to be exchanged for your
Merger Shares. PAIVIS recommends that you retain a copy of your
certificate(s) before mailing the original to the PAIVIS Transfer
Agent ("Executive Transfer"). You do not need to endorse the
certificate for transfer or include any stock power transferring
the certificate.

B. If you owned shares in Jupiter as of May 23, 2006 that were held in
a brokerage account, your broker is your key contact that can help
you receive your Merger Shares. All Jupiter shares that were held
in a brokerage account are beneficially held for you and are
considered "street name" shares and therefore you are the
beneficial owner of those street name shares. These street name
shares for Jupiter shareholders are represented on the stock books
of Jupiter by CEDE and Company (CEDE and Company is the nominee
name for Depository Trust Company). Therefore your broker through
its relationship with CEDE and Company holds your Jupiter shares
for you beneficially. Executive Transfer is currently working with
CEDE and Company, and indirectly with your broker, to process the
issuance of your Merger Shares and the cancellation of your Jupiter
Shares. You must contact your broker to have them help you in
surrendering your Jupiter Shares so you can receive your
certificate representing your Merger Shares. The most practical way
of accomplishing this is for Jupiter shareholders that have their
Jupiter Shares in a brokerage account, to have your broker
surrender your shares to Executive Transfer for you. Specifically,
ask your broker to surrender on your behalf to Executive Transfer
your Jupiter shares that they and CEDE and Company beneficially
hold for you. Since you must surrender your Jupiter Shares as per
the Merger Agreement, and your broker holds your street name shares
for you, your broker must assist you in the exchange and surrender
of your Jupiter Shares to Executive Transfer. If your broker has
questions, have them contact Executive Transfer at the phone number
given below for specific details on the exchange process by
brokers.

C. Lastly, because of the terms of the Merger Agreement, specifically
section 1.09 (i), it is imperative that you undertake the exchange
of your Jupiter Shares as soon as possible, as you will not be able
to effect any transactions in your PAIVIS shares, such as receiving
dividends if declared, until the exchange of your shares is
properly completed.

D. The transfer agent for Paivis is Executive Registrar & Transfer,
Inc. 3615 South Huron Street, Suite 104 Englewood, CO 80110
Jack Donnelly Ph. 303-783-9055 ("Executive Transfer").
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 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 PAIVIS actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in PAIVIS 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.


Contact:
For more PAIVIS information please contact:
Paivis Shareholder Services
Phone: 800-963-6471

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alwaysup
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Thanks Karma
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db
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This will be an interesting play very soon
(if you have unrestricted shares)
a lot is going on with PAIV due to TD AMERITRADE selling restricted shares illegally
not much about this on Allstocks board but for more in depth info go and read posts on RB board or IHUB

Posts: 230 | From: florida | Registered: Feb 2006  |  IP: Logged | Report this post to a Moderator
same
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my understanding is

That the Brokers will send your shares to the Transfer Agent. This first means all share will be accounted for.
Notice that the DTC is not mentioned in the PR. IMO they do not want anything to do with this issue it was so Blatant.

The Transfer Agent will send the converted Paiv Shares to you in your name to your address.
You will have the Certs in hand from what I understand.
This means we hold all the Paiv shares and they the Brokers can not short them.
Who ever in the Company thought of this is a genius.

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yolkarmy
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whats going on with td-ameritraders? do we have to contact ameritrade or will they just handle this themselves?

currently my account is showing -$ for the amount i spent on jphc.. also.. has anyone figured out the definite answer as to how many shares of paiv we'll receive per jphc shares?

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db
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Same, if that is true with all restricted shares being accounted for then how will the short position by TDAMERITRADE and others be able to cover? There is not enough unrestricted shares

If that is correct it would make legal shares
golden

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same
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db I would think so

I forgot the exact numbers for thre Float but it can't be much.
Ameritrade was probably short on JPHC also.
I think they are caught, GOOD!

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Superbee383
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Has everyone received their shares of PAIV? I still haven't received mine. I called Ameritrade, and they said that they did their part, and it's up to the Transfer agent for PAIV to send us the restricted shares. This is beyond ridiculous now. Has anyone talked to the SEC about PAIV? I'm going to try calling them later, but they're in CO. and it's too early still.
AND.. one more thing.. since PAIV is PAVC and went thru a split, what does that do to the restricted ghost shares we/I haven't received yet?

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"As long as there are dreamers, there are dreams that will come true."

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tonicma
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WTF, why do I see $12 on my quote for paiv. Wierd
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BULListic
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1:200 r/s this morning....

quote:
Originally posted by tonicma:
WTF, why do I see $12 on my quote for paiv. Wierd



--------------------
I may be wrong, but I don't think so....

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tonicma
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oh forgot all about that.
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ARTTEACHER
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quote:
Originally posted by Superbee383:
Has everyone received their shares of PAIV? I still haven't received mine. I called Ameritrade, and they said that they did their part, and it's up to the Transfer agent for PAIV to send us the restricted shares. This is beyond ridiculous now. Has anyone talked to the SEC about PAIV? I'm going to try calling them later, but they're in CO. and it's too early still.
AND.. one more thing.. since PAIV is PAVC and went thru a split, what does that do to the restricted ghost shares we/I haven't received yet?

Scottrade told me the same thing yesterday..it's like the "who's on first" skit...Scottrade blames Transfer agent (who I spoke with) and TA blames Scottrade...don't worry..a year from now this will probably trading at .0001 when our restricted shares become fair game to sell...LOL..I had 80K in make believe $$ the other week...life's cruel!

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no_patience
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Hey all

I believe I had a couple $M in restricted. This is one crazy ride! What will PAVC (or is it) do next?

Have not heard about any company information. Maybe they are just a stock manipulator?

THoughts?

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StockInvestorExtrordinaire.
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I got an email from my broker that for every share of JPHC I own I would receive about .46 shares of PAIV. Is that correct? Is that how it's gonna work? Where can I find out more information about the details on this? TIA
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Browndog
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Ragedbull, I just rec'd an email from TDAmeritrade stating that the shares from JPHC would be transferred over to PAIV around Aug 25th. The new shares are supposed to be mailed to my address around sept 5th. So I guess that these shares will be held as a hard copy instead of in my ameritrade account. Also, the exchange is just over .46 PAIV shares per JPHC share.
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StockInvestorExtrordinaire.
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So if I have 1 million shares of JPHC and I get .46+ shares of PAIV for each share of JPHC, and factoring in the reverse split at 200 to 1, I will be getting 2,300 shares of PAIV. Is that correct? How long before we can sell them? TIA

RB

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midwestTEK
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Same... This doesn't sound like a PROFESSIONAL BROKERAGE due to its lack of spelling technique!

Read carefully:

Subject: Attention - Time Sensative Information (sens A tive)

Could this be a bogus E-mail from dem crooks??? Dear Valued Client,

Paivis Corp. merged with Jupiter Global Holdings Corp. (JPHC) on May 23, 2006. Shareholders of JPHC are now entitled to receive 0.462320850 restricted shares of Paivis Corp (PAIV) for every one share of JPHC.

The positions will be removed from your account on August 25, 2006 to reflect this change. The issuer has required the transfer agent to mail the new certificates to the address of record for your account. Executive Registrar & Transfer Agency, Inc. will mail the certificates after September 1, 2006.

As a valued Apex client, you will not incur any fees for these certificates.

If you have questions regarding this issue, or the delivery of your certificates, please contact Executive Registrar & Transfer by phone at 303-783-9055 or by mail at 3615 South Huron Street, Suite 104, Englewood, CO 80110.

Sincerely,

Bryce Engel
Chief Brokerage Operations Officer
TD AMERITRADE

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midwestTEK
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Who knows??
Maybe they hired a cat right outtah college!

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midwestTEK
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then they(TDA) sent me this


Regarding your most recent e-mail to TD AMERITRADE, how satisfied were you with…

Extremely satisfied Somewhat satisfied Neither satisfied nor unsatisfied Somewhat unsatisfied Not at all satisfied

The ease of sending us an e-mail?
The level of concern about your problem or issue?
The accuracy and completeness of the representative’s response?
The courtesy of the response?
The time it took to respond to your e-mail?
Your overall Client Services experience?

Was the reason for your e-mail resolved?

Yes
No

Was this your first e-mail related to this issue?

Yes
No

How likely are you to recommend TD AMERITRADE to friends, relatives, or business associates?

Extremely likely
Somewhat likely
Neither likely nor unlikely
Somewhat unlikely
Not at all likely

Do you have any product or service related suggestions that we could consider to better meet your investing needs?


yaddah yaddah yaddah...DELETED!!!

Posts: 121 | From: The Lone Midwesterner | Registered: Jul 2006  |  IP: Logged | Report this post to a Moderator
same
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LOL recommend them LOL

Yeah right to Jail and PAVC is Thirty Dollars
****************************************************
1 Icon 1 posted August 19, 2006 18:25 Profile for midwestTEK Send New Private Message Edit/Delete Post Reply With Quote Who knows??
Maybe they hired a cat right outtah college! Posts: 63 | From: The Lone Midwesterner | Registered: Jul 2006 | IP: Logged | Report this post to a Moderator
midwestTEK
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1 Icon 1 posted August 19, 2006 18:30 Profile for midwestTEK Send New Private Message Edit/Delete Post Reply With Quote then they(TDA) sent me this


Regarding your most recent e-mail to TD AMERITRADE, how satisfied were you with…

Extremely satisfied Somewhat satisfied Neither satisfied nor unsatisfied Somewhat unsatisfied Not at all satisfied

The ease of sending us an e-mail?
The level of concern about your problem or issue?
The accuracy and completeness of the representative’s response?
The courtesy of the response?
The time it took to respond to your e-mail?
Your overall Client Services experience?

Was the reason for your e-mail resolved?

Yes
No

Was this your first e-mail related to this issue?

Yes
No

How likely are you to recommend TD AMERITRADE to friends, relatives, or business associates?

Extremely likely
Somewhat likely
Neither likely nor unlikely
Somewhat unlikely
Not at all likely

Do you have any product or service related suggestions that we could consider to better meet your investing needs?


yaddah yaddah yaddah...DELETED!!!

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