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I've got a cash only account. So I believe I have to wait til tomorrow. I should at least get a 3 or 4 bagger IF it's not been halted.
Thanks man,
Mark
depends on what kind of account you have.....but yes there is a 3 day settele rule...not knowing what type of account you have or what funds you have, I cant say whether or not you can sell.....but your broker can tell you......
I sold 80% of my shares I bought between .0008 - .001 at .0022/.0023 and sold another 500k today at .0062. I'll wait and see if the 500k I have remaining can make a run to .01 -.02ish
I figured either this stock would be halted before opening or people would by buying like nuts....scared ameritrade people as well as people that hold restricted and want cheaper free traders as a hedge...or speculators like me that saw the 95% drop, hate the company, but like the opp preseneted..I figured last night either company would be halted or stock would hit at least .005 rather quickly..because if not halted, I figured there would be alot of buying...glad it wasnt halted <lol>
<<damn I wish I had bought more...lol! However, I may not get to get rid of what I got in time b/c I sold a stock Friday so I had the funds to buy several mil of PAIV at .001. But I have to wait til Wed before the settlement date clears so I can sell it. Right?
>>
Well, there goes isuck's case LOL.
You sold restricted shares. That's a no no.
You may have to buy them back at a higher price.
I sent another email to Izone inquiring if my PAIV shares (converted from JPHC) where restricted or tradeable. I just got this email from Izone:
Subject Re: Reorganization and Dividends (KMM31452094I17490L0KM)
Dear Valued Izone Client,
We see nothing indicating that they are not tradeable.
Sincerely,
Client Services
Ameritrade Izone
Division of Ameritrade, Inc.
Original Message Excluded:
-------------------------
(i mean today or Friday) I've was in JPHC for a while, and sold off a chunk of what was converted PAIV this morning. Wondering what's the best thing to do with my remaining shares?
Who here sold their converted JPHC to PAIV shares either today or yesterday?
SHORT NICE TRY.... with ameritrade if you try to sell/buy a restricted or unsupported stock a message will appear when you try to put the order in. i know i have done it. this is not me telling you that i heard. i have tried. so thank you for your lack of wisdom words.
I'm sure that again kermit is proud of his purchase of 200k apoa at over .01, ya know, hedging his loss in jphc with a loss.
Anything can happen and probably will ;)
Yep... sure looks like a mess.. But then again thats what scam companies want is a mess to keep you confused from the facts so they can sell you more shares.
Looks like just a round about way to do a reverse split. and the beat goes on!
JPHC share holders bent over just as instructed and received less shares of another subtrainian delusional dilution machine.
GLTY
shortzie
I admitt, It will be a mess to clean up......How will they clean it up? Too hard to say not knowing all the details, but no way will people be forced to buy back what they sold higher, unless they sold vapor/counterfeit shares, and even then, it should fall back to the broker in that case as all the individual knows is the shares are in their account, they did not sign any forms concerning the restrictions, like you would if they were 504's and etc....The restrictions on this stock do not require you to sign anything..it all falls on the broker if they let you sell restricted shares of this kind, or the company if they didnt dot i's correctly which meant the brokers had every right to allow sales to go thru.....regardless, it is a mess...it sure doesnt lend confidence that these 2 failed companies joining forces have now figured out a way to conduct a legit business.....this was a mistake, that when looking at it, really makes you wonder how they could have done this and honestly, there is 'speculation' going around that they may have actually done this on purpose...just speculation........But yep, it is a mess and it will be interesting to see how they undo this mess....is it possible that those that bought on the cheap will also have their buys reversed? It shouldnt happen, but it could...and I will refer you to BCIT on that one....I hope my buy isnt reversed, but if I bought shares that dont exist, you can rest assured I wont get to keep them <g>, but I hope that isnt the case....I suspect this fiasco will either lead to a move back up in PPS, or it may be the first kiss of death planted on the companies cheek......No way of knowing for sure until we see what the company says and what they plan to do to correct this..and then see what happens....and I hope they put out something soon, as the SEC may be slow, but in cases like this...if company doesnt do something, and do it fast, just like BCIT, they will slap a halt on them in a heartbeat as this is a mafor snaffu in the eyes of the SEC...and even if they do PR something, the sec may still jump in..again, I refer you to bcit...company did everything they could to explain what was going on and how it wasnt their fault...didnt stop the SEC from halting them, and you probably have seen how that one played out....so, it is simply wait and see time. I am frankly surprised they didnt PR anything yesterday or today...I guess the company lied to me again, as they did say they were working to correct the issue and would hopefully have a pr out out by end of the day, if not they said they would have it out by this morning....yet I dont see anything as of yet.....I for one called my broker yesterday and 'called in my certs' on the shares I bought yesterday......
<<BTW...I agree one should not pump a stock either. A good stock doesn't need to be pumped. However, yesterday was another story. I did kind of pump PAIV trying to get the other longs holding converted shares to buy up the unrestricted shares seeing this to be a pretty good gamble and like you said....I do believe in Paivis and thought yesterday's dirt cheap prices to be a steal so I loaded up the Vette ;0 and bought some more. So please don't take my yesterday posts as real pumping. Just trying to make some folks a quick buck off of this pretty crazy error.>>
Na, thats not pumping...thats just being honest..if you like the deal, then I assume you like the stock down 95%...no deceit, just pure honesty...nothing wrong with that at all...and I agree....it may be a gamble but under .001, I think it is worth the gamble...but of course I would only throw 'casino' money at it.....the buys under .001 will either be reversed as well, or they wont and if not, than it will either lose by dropping further and never recovering or it will go up, but I am fairly certain it wont just sit at .001 forever<lol>....People will either have their buys washed, or they will lose or win, and if winning, I suspect it will be a 'nice win' if you bought under .001 and it gets back to .005 - .01 - just no way to tell right now....again, I was hoping for some 'news' and not news saying the SEC is halting them <g>
The hell with mustangs and those little rice burners....They can run juice, blowers, doesnt matter...I laugh at them and blow their doors off...but, you read my mind..I am loving the new Z06.....have a great weekend.....Keith
no money..wrong... Ameritrade only takes orders from you.. You tell them to sell... they did not tell you to sell!
You sold shares when it was clearly stated in the merger agreement that they were to be restricted for up to two years.
You are in for a rude awaking when you are forced to buy them back for .01 or higher..
You will experience the real JPHC squeeze
have fun,
shortzie
fist of all ameritrade would not let any sell restricted shares and if they did then they would take the loose. are you on the JPHC merger board? if not you are just like the rest talking out of your AZZ. i am sorry you havd to get this from me but your post was the last i read. for the smart investor that bought JPHC at .0002 or .0003 and sold PAIV at .0015 you kick azz and great investment.
WOW ... all the folks that sold their restricted shares going to take a pounding...
Not to smart to sell your shares when they are restricted??
What you get for them? .0015 or less. Might have to buy them back at .01 or higher. Good move... you just shorted your own shares... Smart
Now you will see a real short squeeze... Only it will be the real long short squeeze. Bad enough you got reversed out of your shares. Now your really going to be eating crow!!
Way to go JPHC!!!!!! Screw your investors!
good luck
shortzie
BTW...I agree one should not pump a stock either. A good stock doesn't need to be pumped. However, yesterday was another story. I did kind of pump PAIV trying to get the other longs holding converted shares to buy up the unrestricted shares seeing this to be a pretty good gamble and like you said....I do believe in Paivis and thought yesterday's dirt cheap prices to be a steal so I loaded up the Vette ;0 and bought some more. So please don't take my yesterday posts as real pumping. Just trying to make some folks a quick buck off of this pretty crazy error.
Great post...I definitely like your style, especially when you spell it out like that below.
<<Thanks, mark…No prob…..I’ll be honest and I’ll try not to use names…but you have to admit, that was pretty lame of ‘the dog’ <g>, to try to deceive people into thinking they will be forced to buy back what they sold, higher…that is pure lunacy…..LOL…just who exactly is going to force them to buy higher?? It just does not work that way…it’s almost ludicrous he could say that…
honestly, it shows he is either full of BS or has very little knowledge….I am not attacking the guy…simply stating the truth…..and sometimes the truth hurts..There is no possible way they can FORCE those that sold to buy back their shares higher……NONE….Unless it is all a 100% scam with counterfeit vapor shares, ie : bcit…and to the other poster who also said the same thing, I will post and tell him why he is not correct….LMAO..I really cant believe dog said that…..>>
So what will they do then? I agree that people probably won't have to pay the higher prices to get there shares back but even you admit that they'll get them back....and if you don't count the restricted shares there were only 57 million outstanding to begin with and many like you and me bought millions because they were so cheap due to the error. I'm pretty sure that more than 57 million were purchased...wouldn't that raise the PPS when they try to give people back there shares? I just don't see how this error won't do a major reversal. BUT, I have never seen this error occur before SO I have no idea how they'll fix it. But surely the people will be made to buy their shares back and if there aren't enough shares to get back.......what happens?
OT: I've got an 03 Z06. Just minor mods. I had the nitrous, supercharged Mustang, turbo F body, etc. a few years ago but now want to get either a 2006 Z06 or Shelby Mustang and keep the thing 30 years and laugh my way all the way to the bank after selling the completely original car.
IMO there is nothing that beats that new LS-7 engine in terms of weight and performance boosting capability. NOW, I like all American cars (hate Japanese cars) so I like the Mustang, Viper, and Vette. However, the Ford engineers have never been able to achieve real performance without a supercharger and the Viper engine is so exotic that parts for it are super expensive AND it really required little engineering to get a V-10 truck engine to produce 510 horsepower. The Vette can take any other country on in terms of power, reliablity, economy, etc. There is no other engine that produces 505 horsepower and gets an average of 22 combined fuel economy. Additionally this is a 350 small block that has been bored and stroked and further engineered to produce 505 horsepower (most agree it even underrated). Who would've ever thought our daddy's 1967 L88's 427 would've had their quarter mile times blown away by a small block 350???
Anyway....my wife wants me to take her driving up in Cincy so we've got to get going. take care bud
Mark
KG, I bet you're a nice guy.
"Thanks…..Seriously though, those that KNOW me, typically like me. However, what you get from me is brutal honesty. I call it as I see it, and I am not shy to call ‘BS’ on either pumpers or bashers with hidden agendas…."
The only problem is, you post CEASELESSLY. It's one thing to be open and brutally honest. But over and over and over...It does make you look like you have a hidden agenda, too. Like you're trying to convince peeps to sell.
Either that, or you are just very concerned with winning every argument.
Just an observation.
GLTY
<<don't know why KG4...but I like you. You seem to be an okay guy. >>
LOL…I just asked my wife why she likes me ;>)
Thanks…..Seriously though, those that KNOW me, typically like me. However, what you get from me is brutal honesty. I call it as I see it, and I am not shy to call ‘BS’ on either pumpers or bashers with hidden agendas….
So I tend to get labeled as a basher, a pumper, an mm, a short…you name it……But in reality I am simply an investor who ..as I said, I call it as I see it regardless of my position and that tends to rub people the wrong way….
But, some of my best ‘investment friends’ are people that …well, lets say we didn’t start out as buddies, but learned that honesty and smarts is what counts and many close bonds have been formed over the years…..A good example of my honesty is, and there are posts on SI in which I discussed this today with a few people both publicly and privately…I had no intentions at all of buying ‘the new company’. My history with JPHC is outlined somewhere on this board…..But, I saw what was occurring early and heck, down 95% I bought. Filled between .0008 - .001. Why? The ‘debacle’ that caused the drop….next, it is no secret I don’t like this deal and I think they will run the new stock up and down before blowing it up and only insiders or those with free trading CHEAP shares in the new company would profit. Well, the debacle caused it to get cheap<lol>, so I bought simply as a gamble..if she gets halted or never rises, as I said no biggie…but, she could be good for a 10 bagger or more from where I bought, maybe more if they do what I think they will….Knowing such a large portion of the float is restricted, they can raise this a lot, allowing insiders, mm’s and etc to make plenty of money with their free trading shares, while knowing most cant sell causing a dump in the pps and they can run this up and down like a yo yo. Eventually, they will blow it all up, imo….before the restricted shares become sellable, so only those with cheap free trading shares will profit, imo….Now, where the honest comes in….I have been long in the new company since early today obviously….obviously I want to see it go up…but will I pump this deal? No. Will I say I like the company? No. Will I refute people saying they better buy now or they will be forced to buy higher? Yes. It is just simple honesty…I am in this now because as I said…the debacle that created the 95% drop and what I think may occur before it all ends…but, I will not say I like the company….I will not BS people or pump it just because I am long…… I will call it as I see it……
<<Anyway...yep it was a little alarming to see my converted shares drop 90% in value BUT I quickly bought some cheap unrestricted Paivis shares to hedge my converted ones. I think it will be an interesting stock to watch. At the very least it will help me keep my mind of AURC, EDEX, and a few others. >>
Very smart move…as I posted earlier, those buying the free trading shares may have a very good play…I still don’t like the company and I wouldn’t have bought if they didn’t mess up and cause the huge drop to create the opportunity…but the opportunity was there and I think you made a smart move…...as I said before the deal….why would one want to hold restricted shares of a troubled company…..better to sell, buy the free trading shares if they are cheap and ride the yo yo like moves that likely will be created….I suspect those that have only the converted restricted shares are going to be upset watching it go up and down without them being able to trade and then it ending up being worthless in the end run, while those like you, will rest easily are you are far more likely to now make enough profit, possibly, by doing what you did, so that you wont worry about the restricted shares..they can be worthless, but your ‘hedge’ may make you lots of profit…..Frankly, with everybody claiming how great this deal is…I wonder why folks weren’t buying when it was down 95%, as you did and a few others, but most were deer struck in the headlights not knowing what to do…for me, this is nothing more then a gamble play I think will pay off…if not, again no biggie…..but, again, I wont pump this deal or this new company..I think it will fail, but this is the casino and mucho dinero is made on failed companies daily…..
<<I do not know of any true long on this board that sold any more than a small handful just to see if it could be done as others were saying first thing this morning. All of us have held tight and I for one will not get frustrated at the ups and downs of my converted, restricted shares b/c I knew coming into this stock that it could be a 2 year wait. It's all paper until one sells. HOWEVER, I think one of the best buys I've seen in a while is Paivis at .001. Sure to make at least a 5 bagger fairly quickly.>>
Excellent points…I think more shares were sold then folks realize, though….thats too obvious…but, I think you made the right move….if it works, you may have worthless stock in 1 year, but you may also have very large profits on your free trading shares and agree…due to the debacle and the games I suspect they will play, yes, .0007 - .001 may be great plays…..
<<Anyway...hope you continue to come and visit us on the PAIV board that I moderate. Try to keep your cool in your posts and not personally attack anyone (meaning don't use names) and your posts will be welcome there.>>
Thanks, mark…No prob…..I’ll be honest and I’ll try not to use names…but you have to admit, that was pretty lame of ‘the dog’ <g>, to try to deceive people into thinking they will be forced to buy back what they sold, higher…that is pure lunacy…..LOL…just who exactly is going to force them to buy higher?? It just does not work that way…it’s almost ludicrous he could say that…
honestly, it shows he is either full of BS or has very little knowledge….I am not attacking the guy…simply stating the truth…..and sometimes the truth hurts..There is no possible way they can FORCE those that sold to buy back their shares higher……NONE….Unless it is all a 100% scam with counterfeit vapor shares, ie : bcit…and to the other poster who also said the same thing, I will post and tell him why he is not correct….LMAO..I really cant believe dog said that…..
Thanks again Mark…..Keith....I assume you have a vette..what kind? I had a 650 hp 94 model.....got rid of it and did a 850hp ( rear wheel hp, not flywheel) viper.....then turned a 96 convertible f-body(firebird) into a 600hp beast....now deciding whether I want to mess with one of the new vettes....
I don't know why KG4...but I like you. You seem to be an okay guy. Anyway...yep it was a little alarming to see my converted shares drop 90% in value BUT I quickly bought some cheap unrestricted Paivis shares to hedge my converted ones. I think it will be an interesting stock to watch. At the very least it will help me keep my mind of AURC, EDEX, and a few others.
I do not know of any true long on this board that sold any more than a small handful just to see if it could be done as others were saying first thing this morning. All of us have held tight and I for one will not get frustrated at the ups and downs of my converted, restricted shares b/c I knew coming into this stock that it could be a 2 year wait. It's all paper until one sells. HOWEVER, I think one of the best buys I've seen in a while is Paivis at .001. Sure to make at least a 5 bagger fairly quickly.
Anyway...hope you continue to come and visit us on the PAIV board that I moderate. Try to keep your cool in your posts and not personally attack anyone (meaning don't use names) and your posts will be welcome there.
Mark
Thanks for the information. Sorry it took me so long to respond!
O/T
Yeah, I think it a fun read from time to time. Often I want to reply, but cannot....guess it's just part of the package! You would be amazed how many posters you know find themselves there from time to time. You can always tell who needs to be there by their posts!
Now the word spreading around is that they should not be able to sell and that they may have to buy the shares back even if it is a higher price than what they sold at.LOL. Glad I only gambled with a little on this one. Oh well, win some lose some. Will see what happens.
Daily high is .0025, down QUITE A BIT.....low of .0007, down HUGE...
How or why folks are claiming they are selling shares that legally cannot be sold is a mystery to me, but even more of a mystery is why so many people are claiming to have sold, yet the HIGHEST they could have gotten was .0025
So, these people claiming they are selling are the same ones that were saying what a great deal this is, it is a no brainer..they will hold for the rewards they will get after 1 - 2 years and etc, etc...but now these same people are claiming they sold the first day the new company trades, when it is as low as .0007 and the high was .0025??
If it smells fishy, it normally is, imo.....Good luck......
Whatever...so ALOT of people are claiming they sold...big whoop...if they did, they sold a stock down 90+++%
But, I dont believe they can legally sell and if the deal is so great, why sell when it is down 90%%, even if they could legally sell....
again, smells to fishy for me to believe
Agree, do not believe what everyone posts but it seems odd that a lot of people on different boards are reporting the same thhing though.
I have no idea...but just because somebody said on a message board they they did sell, doesnt mean they actually did...and by the way....with the stock down 90++% this morning, why is he even posting he was able to sell....does he like selling something down 90++++%??
I saw that post and questioned it the minute I saw it....legally I dont know how he could sell...but the real eye opener is the guy is claiming he sold this morning when the new company was down over 90%...smells fishy to me...
The sad thing is, and I even pointed this out a week ago...why own JP that will be converted into restricted shares of a company in which you cant sell your shares??...why not bail, not be restricted and buy the new company on the open market and be able to trade it freely.....take advantage of buying low if they drop it and being able to sell if they run it up....and look at today...you could have loaded the boat on the new company in the .0007/.0008 range, since it fell 90%+++, and some people paid more then that for their JP shares and now cant sell them.....pretty ironic...the very first day the new company trades and it is LOWER then what alot of folks bought JP at....I wonder how longs that bought JP at .01 - .014 feel seeing they now have shares of a new company, they cant sell, but they could have bought the new company for less then they paid to have restricted JP shares and they would own the new company and have free trading shares as we speak...And yes, I do suspect they will run paivis up....And only those with free trading shares can buy low and sell higher...all jp holders will have to wait 1 - 2 years and all they can do is watch.....But, I suspect alot of JP holders probably will buy paivis on the open market in an effort to have free trading shares they can use to counteract any losses they incurr fromm their converted JP shares....According to most longs, this deal is awesome...fantastic..a no brainer...well, if they trul believe that, then they should have been buying today on the 90%++ drop...what an opportunity for a sure thing!!
<<I agree. What cracks me up even more than reading these PRs is the nuts to get super hyper and dream of riches after reading them.
I bet you've noticed that the super-hyper dreamers tend to change over time, as the old ones lose all their money.
>>
OT
The food was great actually...but, I only had a very short stay in the jail....mr. Sands in the pants did his best to get IHUB to TOS me..he was crowing all over SI about putting me in jail over here on IHUB for a few posts I made on PLNI board asking if people could stay on topic...Luckily Matt is a smart and fair guy and looked into it a bit further and let me out...LOL...But, I have to wait to get my premium status back...but hopefully not long.....clicking one post at a time...wow, what a pain....Why would anybody want a freebie account? Worth paying for, imo....
Did you happen to read any of the posts in 'the jail'.....wow...people get thrown in jail and their answer to getting out is to throw vulgarities at Matt? LOL..I suspect some of those guys will be on 'death row' if they continue to throw vulgarities at Matt.....
<<Jailbird! lol...how was the food in the clink? You are still a virgin, right? (O.K. I admit it....i read the jailhouse like the national enquirer! lol)>>
KG4 - why do you think some people are able to sell these restricted shares today? Serious question not beinga smartazz.
How many RS's will this involve? Anybody done the math??!!
<<In an effort to prepare the Company for a plan to pursue a listing on NASDAQ or AMEX, the Company has commenced the implementation of an extensive corporate development plan>>
I wonder if people now understand why there was no short covering and never was going to be any...I and a few others tried getting people to look into the regs concerning short covering, but people simply would not do it....They simply insisted it HAD to happen...me and one or 2 other people tried explaing why it wont happen and even tried to tell people to read the sec regs...but they didnt...and are now probably wondering why JP stock is now no longer a stock, yet no short covering occured.....I see the new company is down like 85 or 90% today...But, no worries as this should be a fun one to watch, as I expect them to run it up and down like a yo yo.....It's a shame nobody will be able to sell on the runups though, and, well...I guess we will just have to see in a year where this ends up.....
I did notice they keep claiming a move to amex or naz.....do people not realize how they will get there, if they do....They dont meet requirements to be listed...one thing they will have to do is a RS or 2, unless this suddenly jumps up a gazillion % on it's own merit....Hope I am wrong for longs sakes, but I think in 1 year, longs wont have much if any value in this, and they might be quite frustrated if they watch them run this up high and are unable to sell...or watch dilution and RS's occur and not be able to sell....JMO...GLTA
<<Thursday , May 18, 2006 16:04 ET
LAS VEGAS, NV -- (MARKET WIRE) -- 05/18/06 -- JUPITER Global Holdings, Corp. ("JUPITER") (OTC: JPHC) today announces JPHC will be discontinued for quotation and delisted in its entirety from the pink sheets due to the merger with Paivis, Corp. (formerly known as APO HEALTH, INC.) effective Friday May 19, 2006.
>>
Post from the dogcatcher17:By: dogcatcher17
19 May 2006, 12:06 PM EDT
http://ragingbull.lycos.com/mboard/boards.cgi?board=JPHC&read=53018
JPHC: I know I said that I would not post here and I meant it, but something has happened in my opinion and I thought it would be good to let you. Houston.....we have a problem. Just my humble opinion...good luck!
FOR ALL THE JACKASS THAT SAID THAT THE NEW JPHC STOCK COULD NOT BE SOLD. WELL I HAVE SOLD MINE TODAY
Paiv
use the search on the homepage
Is the board listed under the Ps???? Can't find it.
New PAIV board has been created!
Join us over there.
Good luck to all the new PAIV shareholders!!!
I forgot who said it but you just need one stock.
I will be here long after you have sold. eom.
It seems to me that "dog" knows about
Mr.Bauer "long" before all of us. He said he has been in the
market for over 40 yrs. and that says alot to me. That being
said I believe period. 40 yrs. is a long time to make
"connections" Enuff said. Peace RT.
Serf, It means some of them who were holding preferred stock did not get the conversion and hence remain cancelled. Good luck for them. Since most of them are held by ray and edwin kwong, I think it doesnt effect retail investors.
GLTY
bliss.
Hmmmpf. What does this mean?
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.
OTB than AMEX sorry its hot in seattle. eom.
AMEX for now. Onwards and upwards. eom.
READ SC 14f-1 eom.
SC 14F-1 form filed
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
Kenneth Leventhal 50 Secretary and Director
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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.
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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.
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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)
Gregory Bauer, President, CEO, Chairman Nil 0.00%
#400 - 6475 Lenox Road
Atlanta, GA 30326
Guriqbal Randhawa, Director Nil 0.00%
#400 - 6475 Lenox Road
Atlanta, GA 30326
All Directors and Officers Nil 0.00%
As a Group
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(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.
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Section 16(a) Beneficial Ownership Reporting Compliance
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.
Dated: May 18, 2006.
PAIVIS, CORP.
/s/ Gregory Bauer
Gregory Bauer, President
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