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Wednesday, 04/26/2006 2:30:52 AM

Wednesday, April 26, 2006 2:30:52 AM

Post# of 5730
Anyone consider this before they flipped out..

Ill grant you I have not read 8k but I read the PR carefully.. these are some shrewd mfers..

The Merger Agreement provides that the Issuable 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)APO receives an opinion of counsel for APO that an exemption from the registration requirements of the Securities Act is available

http://www.sec.gov/answers/regis33.htm

Not all offerings of securities must be registered with the SEC. The most common exemptions from the registration requirements include:

Private offerings to a limited number of persons or institutions;
Offerings of limited size;
Intrastate offerings; and
Securities of municipal, state, and federal governments.


both of these companies are registered in Nevada..

Also the form 15.. terminating registration of JPHC.. wouldnt they have to be exempt in order to trade?.. that may not be correctly phrased.. see late hour..

but then I look closer at recently filed form 4s.. http://www.pinksheets.com/quote/filings.jsp?symbol=JPHC and dont know if Im smelling rats or roses.. both Edwin and David bought AND sold common and series B preferred stock, with the series B convertible @ .0009.. we're talking about billions of shares between them.. some common stock bought @ .0003.. Im up cause it just happens sometimes but its too complex for this late hour.. SOMEONE is getting just filthy stinkin rich.. just havent figured out what scraps may fall fall from the table..

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