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Post by JJSeabrook on May 20, 2006 16:08:34 GMT -5
I think the PPS is gonna zoom Monday. It closed down 89% as a result of JPHC shareholders selling off their restricted shares, IMO. You would have thought the PPS would have increased Friday since the merger brought the JPHC income into the mix and all the JPHC shareholders were SUPPOSED to be sitting there holding restricted PAIV shares. The company PR SAID they were going to be restricted shares. They weren't all restricted (Ameritrade shareholders were trading their restricted shares Friday) and those that weren't, I think, tanked the price of the PAIV shares. PAIV closed @ .0011. APOA closed Thursday @ .01. It's almost a 9 bagger just to get it back to where APOA was trading just one day before. What do YOU think it'll do when all those restricted shares are not getting dumped into the market? I think it could be a multi-bagger QUICK Monday. JMO JJ : :
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rmeek1
Serious Contributor
Iron sharpens iron...so one person sharpens another Proverbs 27:17
Posts: 757
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Post by rmeek1 on May 20, 2006 18:00:54 GMT -5
JJ, There is one more item in this equation that could slow the upward movement. That would be the shares APOA shareholders are selling. The shares restricted for APOA are the 10/1 forward split. The shares they currently hold are not restricted. A lot ofshares moved last Friday beyond the 55 million float (if that's correct). Terry
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Post by rmhafiz2000 on May 21, 2006 2:53:11 GMT -5
Confusion 1-Ameritrade was the only broker involved for selling restricted shares, 2- If all brokerages had the shares available, it might be different. 3- Illegally selling restricted shares., People who sold Friday at .001 they might have to buy them back at .005 to .01 4-I do not think that all JPHC shorts have been covered at the last few weeks. 5-PAIV cannot lose 45 million in market cap in 1 day and not have it corrected. What is going to happen on Monday…?
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rmeek1
Serious Contributor
Iron sharpens iron...so one person sharpens another Proverbs 27:17
Posts: 757
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Post by rmeek1 on May 21, 2006 4:24:33 GMT -5
Eagle1, Here is a snipnet from a PR: The Merger Agreement will be filed by APO as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as required. The Merger Agreement contains certain conditions precedent to consummation of the merger, including but not limited to, obtaining consents, providing certified lists of shareholders and delivery of certain due diligence and other corporate documents. 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.
I'll get the 8K info later I have to finish a sermon for this morning.
Terry
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rmeek1
Serious Contributor
Iron sharpens iron...so one person sharpens another Proverbs 27:17
Posts: 757
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Post by rmeek1 on May 21, 2006 4:41:38 GMT -5
Eagle1, Here it is. A long read but it spells restricted shares unregistered pretty plainly early in the 8K.
Hope this helps.
8-K for Paivis Corp Back to SEC Filings
8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2006
PAIVIS, CORP. (Exact name of registrant as specified in its charter)
Nevada 00030074 86-0871787 (State or other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.)
#400 - 3475 Lenox Road, Atlanta Georgia 30326 (Address of principal executive offices) (Zip code) Registrant?stelephone number, including area code: (404) 601-2885
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
-------------------------------------------------------------------------------- Item 1.01 Entry Into Material Definitive Agreement
This Current Report of Form 8-K/A amends the Current Report filed by the Registrant on April 25, 2006. On April 21, 2006, APO Health, Inc., a Nevada corporation (?APO?), entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with APO Health Acquisition Corp, Inc., a Nevada corporation and wholly-owned subsidiary of APO (?APO Acquisition?), and Jupiter Global Holdings, Corp., a Nevada corporation (?Jupiter?). The Merger Agreement provided that upon the terms and subject to the conditions set forth in the Merger Agreement, APO Acquisition will merge with and into Jupiter, with Jupiter being the surviving corporation and a wholly-owned subsidiary of APO.
On May 11, 2006, the above-referenced parties to the Agreement and Plan of Merger consummated the Merger Agreement and the Merger Agreement became effective as of May 11, 2006, the date that the Articles of Merger were accepted for filing by the Nevada Secretary of State. As of May 11, 2006, APO changed its name to PAIVIS, Corp. (?PAIVIS?) and a trading symbol for PAIVIS will be announced shortly.
As of May 11, 2006, each share of Common Stock of Jupiter issued and outstanding immediately prior to the Effective Time of the Merger Agreement was converted into and become a right to receive 0.46232085067036500 of a share of common stock of APO (the ?Conversion Price?), and are automatically canceled and retired and cease to exist as of the Effective Time of the Merger. [glow=red,2,300][glow=red,2,300]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.[/glow][/glow] 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
[glow=red,2,300]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.[/glow] 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
-------------------------------------------------------------------------------- SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PAIVIS, CORP. Dated: May 17, 2006 A By: /s/ Gregory Bauer _______________________________ Gregory Bauer, President and CEO Pr
-------------------------------------------------------------------------------- INDEX TO EXHIBITS
Exhibit Number Description
10.1 Stock Purchase Agreement Between the 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
EX-10.1 2 ex101.htm EXHIBIT 10.1
EX-10.1
SELLING SECURITYHOLDER STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of the date set forth on the Purchaser Execution Page hereof (this ?Agreement?) by the purchaser set forth on the Purchaser Execution Page hereof as the buyer (the ?Purchaser?), and by the seller set forth on the Seller Execution Page hereof as the seller (the ?Seller?).
W I T N E S S E T H :
WHEREAS, the Seller is the owner of shares of common stock (the ?Common Stock?) of APO Health, Inc. (the ?Company?), a New York company; and
WHEREAS, the Purchaser desires to purchase from the Seller, the number of shares of the Common Stock indicated opposite the Purchaser?s name on the execution page of this Agreement at a price per share equal to the price set forth on the execution page hereof (the ?Shares?) and the Seller desires to sell the Shares to the Purchaser upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
1. Definitions; Construction.
1.1 Certain Defined Terms. As used in this Agreement, each capitalized term not otherwise defined herein shall have the meaning ascribed to such term in the attached Exhibit A.
1.2 Construction.
(a) As used in this Agreement or any Related Document, (i) the singular includes the plural and the plural includes the singular; (ii) ?or? is not exclusive; (iii) a reference to any Person includes its, his or her permitted successors and permitted assigns; (iv) accounting terms have the meanings assigned to them by generally accepted accounting principles, as applied by the accounting entity to which they refer; (v) the words ?include,? ?includes? and ?including? are not limiting; (vi) the phrases ?arising out of? or ?arises out of? mean arising out of, in connection with or otherwise relating to (notwithstanding that in some cases all of such words may be used and in most cases they are not); (vii) a reference to a Section, Exhibit or Schedule is to the Section, Exhibit or Schedule of such Document unless otherwise indicated; (viii) references to any Document (1) shall include all exhibits, schedules and other attachments thereto, (2) shall include all Documents issued or executed in replacement thereof, and (3) shall mean such Document or replacement or predecessor thereto, as amended, modified or supplemented from time to time and in effect at any given time; (ix) the words ?hereof,? ?herein? and ?hereunder? and words of similar import when used in any Document shall refer to such Document as a whole and not to any particular provision of such Document; and (x) all pronouns shall be deemed to include all other genders and gender neutral terms (i.e., he, she and it).
-1- -------------------------------------------------------------------------------- (b) This Agreement is a result of negotiations among, and has been reviewed by the Seller, the Purchaser, and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Seller or the Purchaser.
2. Purchase and Sale of the Shares; Purchase Price; Closing; Liabilities.
2.1 Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties and covenants contained herein, effective at the Closing, the Seller shall sell, transfer, convey, assign, set over and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, the Shares free and clear of all Encumbrances.
2.2 Purchase Price.
(a) Purchase Price. The purchase price for the Shares shall be as set forth on the execution page hereof for the Shares (the ?Purchase Price?).
(b) Payment. On the Closing Date, Purchaser shall provide the purchase price set forth in 2.2(a) above.
2.3 Closing.
(a) The closing of the purchase and sale of the Shares (the ?Closing?) shall take place on the date hereof at the offices of Virginia K. Sourlis, Esq. in Red Bank, New Jersey or at such other place as the parties may designate if each of the conditions specified in Section 6 (other than those conditions requiring the execution or delivery of a Document or the taking of some action at the Closing) have been fulfilled (or waived by the party entitled to waive that condition). The date on which the Closing is held is referred to in this Agreement as the ?Closing Date?.
(b) At the Closing, subject to the terms and conditions of this Agreement, the Seller and the Company, as the case may be, shall execute and/or deliver to the Purchaser (i) the certificate(s) representing the Shares, duly endorsed or accompanied by a duly executed stock power assigning the Shares to the Purchaser or its assignee and otherwise in good form for transfer, such documents being sufficient to vest good title to the Shares in the Purchaser or its permitted assignee or assignees, free and clear of any Encumbrances, (ii) a certificate and release of Seller substantially in the form of Exhibit B attached hereto, (the ?Seller?s Certificate?), (iii) all other Documents that are required expressly pursuant to this Agreement to be delivered by the Seller to Purchaser at the Closing, and (iv) such other Documents of assignment and transfer as shall be reasonably required by Purchaser.
(c) At the Closing, Seller shall deliver or cause to be delivered the share certificates as provided in Paragraph 2.3(b)(i) above.
(d) At the Closing, Purchaser shall deliver or cause to be delivered to the Seller the full purchase price set forth in 2.2(a) above.
-2- -------------------------------------------------------------------------------- 3. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:
3.1 Authorization. Such Seller is fully authorized and empowered without restriction to execute and deliver this Agreement and to perform Seller?s covenants and agreements hereunder. When executed and delivered by such Seller, this Agreement shall constitute the valid and legally binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors? rights and by limitation on the availability of equitable remedies.
3.2 Disclosure. In connection with the execution and delivery of this Agreement by the Seller, the consummation of the transactions contemplated herein, and the sale of the Shares by the Seller to the Purchaser, the Seller is not or nor will be in violation of the provisions of Rule 10b-5 promulgated by the Securities and Exchange Commission. The representations and disclosures of the Seller do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in connection with the purchase and sale of the Shares hereunder.
3.3 Conflicts. Neither the execution and delivery of this Agreement by the Seller, nor the consummation of the transactions contemplated herein, will violate any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, binding upon the Seller, or conflict with or result in any breach or termination of any of the terms of or the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature pursuant to the terms of any contract or agreement to which such Seller is a party or by which such Seller or any of his properties or assets is bound.
3.4 Stock Ownership. Such Seller owns such Seller?s Shares subject to any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature, and has the right to sell and transfer the Shares to the Purchaser hereunder. The transfer of the Shares to the Purchaser hereunder will pass good and marketable title to the Shares to the Purchaser subject to said debts, any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature, including, but not limited to, any agreement concerning the Shares among the current or prior Shareholders of the Company.
3.5 Not an Affiliate. The Seller is not an ?affiliate? of the Company (as that term is defined in Rule 144(a)(1)).
4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller:
4.1 Authorization of Agreement. Such Purchaser is fully authorized and empowered without restriction to execute and deliver this Agreement and to perform such Purchaser?s covenants and agreements hereunder. When executed and delivered by such Purchaser, this Agreement constitutes the valid and binding obligation of such Purchaser enforceable against it in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors? rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
5. Other Agreements of the Parties.
-3- -------------------------------------------------------------------------------- 5.1 Other Actions. Each of the parties shall use its reasonable best efforts to cause the fulfillment of all of the conditions to their respective obligations to consummate the sale of the Shares at the earliest practicable date. The Seller shall execute and/or deliver and take such other actions as shall be reasonably requested by the Purchaser; provided, that no such action shall alter the terms of this Agreement.
5.2 Expenses. The Purchaser shall bear his own expenses in connection with its obligations hereunder and otherwise in connection with this Agreement and the Related Documents. The Seller shall bear his own expenses and the expenses of the Company in connection with their and its obligations hereunder and otherwise in connection with this Agreement and the Related Documents.
5.3 Transfer Taxes. Any Transfer Taxes payable as a result of the sale or purchase of the Shares shall be paid by the Seller.
6. Conditions of Closing.
6.1 Conditions Precedent to the Obligations of all the Parties.
(a) The purchase of the Shares by the Purchaser and sale of the Shares by the Seller is subject to the condition that no provision of any applicable law shall prohibit, and there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in any Proceeding against the consummation of the sale and purchase of the Shares pursuant to this Agreement.
6.2 Conditions Precedent to Obligations of the Purchaser. Consummation of the purchase of the Shares by the Purchaser is also subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Seller contained herein shall be true and correct at and as of the Agreement Date and shall be true and correct in all material respects at and as of the Closing Date as if made on the Agreement Date (provided that the representations and warranties that are qualified as to materiality shall be true and correct in all respects at and as of the Closing Date).
(b) Covenants. The Seller shall have performed or complied in all material respects with all obligations, agreements and covenants required to be performed by it hereunder prior to or on the Closing Date; it being understood however that the Seller shall have performed and complied in all respects with those obligations, agreements and covenants required to be performed by them.
6.3 Conditions Precedent to Obligations of the Seller. Consummation of the sale of the Shares by the Seller is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Purchaser contained herein and in any Related Document shall be true and correct as of the date hereof and shall be true and correct in all material respects as of the Closing Date (provided that the representations and warranties that are qualified as to materiality shall be true and correct in all respects as of the Closing Date.
-4- -------------------------------------------------------------------------------- (b) Covenants. The Purchaser shall have performed or complied in all material respects with all obligations, agreements and covenants required to be performed by it hereunder prior to or on the Closing Date it being understood however that the Purchaser shall have performed and complied in all respects with those obligations, agreements and covenants required to be performed by it.
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rmeek1
Serious Contributor
Iron sharpens iron...so one person sharpens another Proverbs 27:17
Posts: 757
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Post by rmeek1 on May 21, 2006 4:44:53 GMT -5
Eagle1, I had to cut some of the 8k off in order for the "reply" to be posted. I ran out of character space. Next time I'll provide the link. Terry
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Post by Eagle1 on May 21, 2006 8:55:40 GMT -5
Excellent Terry! and Thanks!! Well, I suspect that someone needed to cover some NSS and this was a way they could have let some slip under the table, maybe, or at least shuffle some around for a bit. Ameritrade owns some of NITE and NITE has been suspected and has committed many corrupt dealings in the past. These two do work in teams...IMO 1) According to the filings you provided, the shares were restricted. 2 ) A reversal of trades and money should occur because Amertirade let restricted shares go out in the market at a premature time. 3) Possible AT buys back PAIV Shares on the open market, but remember LFWK, the insiders bought more than the float and the MM's held it down. If this reversal does not happen, I look for possible squeeze and the SEC to step in and take action by possibly suspending trading on PAIV for 10 days and work a back deal to fix the problem. If they do this, then those shares sold may get unrestricted and then a possible R/S if the company choses to do so...IMO. This is very possible for the SEC to let happen, what ever is easy for them..lol IMO, there is a short in JPHC and now PAIV. Since the change in cusips (JPHC to PAIV) is still on the baby NASDAQ, there was no short squeeze on the open market. If this would have been a merge/change to the AMEX then without a doubt a naked short squeeze would have to occur before the merge. We shall see what happens next, but don't be surprised if the SEC steps in and does a cover up here. Since there is a chance for the SEC to step in now, I would be very careful and get original money ASAP, otherwise this problem could carry on for sometime while they iron everything out. Eagle1, "One Team; One Goal" “Many more Successes to come; this is only the beginning...” usxp.proboards79.com/index.cgi
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same53
Serious Contributor
Posts: 599
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Post by same53 on May 21, 2006 16:47:45 GMT -5
Paivis on Friday was Naked Short Selling By the way it was Paivis Shareholders selling the restricted shares not JPHC Holders. 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. 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. www.investopedia.com/terms/n/nasd.aspTransfer 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. www.investopedia.com/terms/t/transferagent.aspBrokerage 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 www.investopedia.com/articles/basics/04/042304.aspRule 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. Nakes Short Selling How it works www.americanmicrocaps.com/featuredcolumn2.htmThis is a GREAT presentation on how stocks are shorted and how MM can get in trouble. it is long but i find it VERY useful! Part 1 www.businessjive.com/nss/darkside.htmlpart 2 www.businessjive.com/nss2/darkside2.htmlpart 3 www.businessjive.com/nss3/darkside3.htmlpart 4 l www.businessjive.com/nss4/darkside4.htmlSEC Approves Amendments to the Short Interest Reporting Requirements; Effective Date: July 3, 2006 www.nasd.com/web/idcplg?IdcService=SS_GET_PAGE&ssDocName=NASDW_016329&ssSourceNodeId=...
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Post by JJSeabrook on May 22, 2006 15:27:09 GMT -5
Well, I'D say it was the play for Monday. LOL Closed @ .0021 UP 90.91%. Had a HOD of .0027, UP 145.46%. Not bad. I think'll it'll keep moving North tomorrow. JJ : :
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Post by JJSeabrook on May 23, 2006 16:35:08 GMT -5
[/IMG]: [/quote] UHHHHHH How about closing @ .0073 UP another 247.63% today? That work? LMAO It's ain't over yet! Short squeeze starting tomorrow and running through Thursday. Under 30 Mil float, 55 Mil O/S, and around 900 Mil naked shares to cover by Thursday. Whatcha think it's gonna do? LOL WEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE This is still a day trade, which is all I buy, but looks like it could run on into Thursday. These are the results of the picks I posted on my board Monday for Today. PAIV...Closed @ .0073 UP 247.62% EDEX...Closed @ .09 DOWN 1.11% NDOL...Closed @ ..65 UP 6.65% PGPM...Closed @ .11 UP 26.32% WWEN...WHAT A POS! Closed DOWN 48.89% DTEK...Closed @ .01 UP 42.86% Come visit me at traderscorner.proboards79.com/index.cgi I also picked PAIV last week for Monday. Here are those pick results: PAIV peaked up at .0027, UP 145% today, closed @ .0021 UP 90.91% EQBM peaked at .03, UP 114%, closed @ .023 UP 64.29% GHLT peaked at 5.00, UP about 42%, closed @ 2.88 UP 6.27% That was a chance at 2 bagger plays Monday, if played right. Man, I LOVE this stuff!!!!! Take care buddies! Come see me at traderscorner.proboards79.com/index.cgi Tomorrows picks will be posted soon! You can bet PAIV will be on the list again! GOOD LUCK TRADING!!!!! John A/K/A JJ
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rmeek1
Serious Contributor
Iron sharpens iron...so one person sharpens another Proverbs 27:17
Posts: 757
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Post by rmeek1 on May 23, 2006 17:22:54 GMT -5
JJ, Thanks for all you do for this site and others. You have a real gift and a high success rating. Best Wishes, Terry
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Post by JJSeabrook on May 23, 2006 18:05:37 GMT -5
JJ, Thanks for all you do for this site and others. You have a real gift and a high success rating. Best Wishes, Terry Thanks, meek! PAIV is gonna be a killer tomorrow, in more than one way I'm afriad. Look for it to gap close to .01, possibly above. Big day tomorrow and possibly a bigger day Thursday. It's already a multi-multi bagger. It's the play of the week. I'll probably liquidate most of my position Thursday and most likely buy more shares tomorrow, which I may or may not hold til Thursday. I'll most likely let my 2.5 mil free shares ride through Thursday, but plan to flip it tomorrow with new shares. HAPPY TRADING!!!! JJ : :
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harvey
Participating
Posts: 68
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Post by harvey on May 24, 2006 10:49:49 GMT -5
;D ;D ;D ;D ;D
Hey JJ
This is my first post still a rookie have only been trading for 6 months and must say the experience here is helping me to better myself financially ,i and follow your posts with interest your hit record i must say is very good ..
I wanted to say a big thankyou on PAIV .. I joined the Party on Monday and have taken profits will ride this until Thursday with my free shares. Any insights or thoughts where you think this may top out wont hold you to it i promise,but any guidance i would greatly appreciate
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