|
| CONFIDENTIAL,
FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE
14c-5(d)(2))
APO
HEALTH, INC.
(Name
of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
|X| No
fee
required
|
| Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) TITLE
OF
EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
(2) AGGREGATE
NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
(3) PER
UNIT
PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT TO EXCHANGE
ACT
RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED AND STATE
HOW IT WAS DETERMINED):
(4) PROPOSED
MAXIMUM AGGREGATE VALUE OF TRANSACTION:
(5) TOTAL
FEE
PAID:
|
| FEE
PREVIOUSLY PAID WITH PRELIMINARY MATERIALS.
|
| CHECK
BOX
IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT 0-11(A)(2) AND
IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID PREVIOUSLY. IDENTIFY
THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE
AND THE DATE OF ITS FILING.
This
Information Statement is being mailed or furnished to the stockholders of APO
HEALTH, INC., a Nevada corporation (the “Company”), in connection with the
previous approval by unanimous written consent on April 7, 2006, of the
Company’s Board of Directors of the corporate actions referred to below and the
subsequent adoption of such corporate actions by written consent on April 7,2006 of holders entitled to vote a majority of the shares of common stock of
the
Company (“Common Stock”).
Accordingly,
all necessary corporate approvals in connection with matters referred to herein
have been obtained and this Information Statement is furnished solely for the
purpose of informing the stockholders of the Company, in the manner required
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of
these corporate actions before they take effect.
This
Information Statement is first being mailed or furnished to the stockholders
of
the Company on or about April 17, 2006, and the transactions described herein
shall not become effective until at least 20 days thereafter.
2
ACTIONS
BY BOARD OF
DIRECTORS
AND
CONSENTING
STOCKHOLDERS
The
following corporate actions were authorized by unanimous written consent of
the
Board of Directors of the Company on April 7, 2006, and subsequently approved
by
written consent of holders entitled to vote a majority of the shares of Common
Stock of the Company on April 7, 2006:
2. The
approval of an amendment to the Company’s Articles of Incorporation to increase
the number of authorized shares of the Company’s Common Stock from 125,000,000
to 25,000,000,000 shares and authorized 15,000,000 shares of Preferred
Stock.
The
reasons for, and general effect of, the Amendment to the Articles of
Incorporation to change the Company’s corporate name is described in “ACTION 1 -
AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S CORPORATE NAME.”
A form of the Amendment is attached hereto as Exhibit
A.
The
reasons for, and general effect of, the Amendment to the Articles of
Incorporation to increase the number of shares of the Company’s Common Stock and
authorize shares of Preferred Stock is described in “ACTION 2 - AMENDMENT TO
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE
COMPANY’S COMMON STOCK AND AUTHORIZE SHARES OF PREFERRED STOCK.” A form of the
Amendment is attached hereto as Exhibit
A.
The
Board
of Directors of the Company knows of no other matters other than those described
in this Information Statement which have been recently approved or considered
by
the holders of the voting common stock of the Company.
GENERAL
The
Company will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Information Statement
to
the beneficial owners of the Company’s Common Stock.
VOTING
SECURITIES AND
PRINCIPAL
HOLDERS THEREOF
The
outstanding voting securities of the Company include only the Common Stock.
As
of April 7, 2006, there were 56,575,212
shares
of
Common Stock outstanding. Holders of the Common Stock are entitled to one vote
on all matters presented to stockholders for each share registered in their
respective names. Pursuant to Chapter 78.325 of the Nevada Revised Statutes,
the
consenting stockholders voted in favor of the actions described by written
consent, dated April 7, 2006. No consideration was paid to the consenting
stockholders to obtain their written consent to these actions.
There
is
no provision in the Nevada General Corporation law, or in our Articles of
Incorporation or Bylaws, providing our stockholders with dissenters’ rights of
appraisal to demand payment in cash for their shares of Common Stock in
connection with the implementation of any of the Proposals described in this
Information Statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
The
following table sets forth, as of April 7, 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:
(1)
Based
upon a total of 56,575,212 shares outstanding as of April 7, 2006.
NOTICE
TO STOCKHOLDERS OF ACTIONS
APPROVED
BY CONSENTING STOCKHOLDERS
The
following actions have been approved by the written consent of holders entitled
to vote a majority of the aggregate shares of the Company’s Common
Stock:
The
Board
of Directors has unanimously approved, and holders entitled to vote a majority
of the aggregate shares of Common Stock have approved an amendment to the
Company’s Articles of Incorporation changing its name to “Paivis,
Corp.”
The
amendment is attached hereto as Exhibit
A
(the
“Amendment”). Article I of the Company’s Articles of Incorporation will read as
follows:
“ARTICLE
I
NAME
The
name
of the corporation is Paivis,
Corp.
(the
“Corporation”).”
Upon
filing the amended Articles of Incorporation with the State of Nevada to change
the corporate name, the Company will also change its current ticker symbol.
The
Company will make the appropriate public announcements regarding the name change
and the new ticker symbol at the time such changes take effect.
Stockholders
will not be required to submit their stock certificates for exchange. Following
the effective date of the amendment changing the name of the Company, all new
stock certificates issued by the Company will be overprinted with the Company’s
new name.
ACTION
2
AMENDMENT
TO ARTICLES
OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED
SHARES
OF
THE
COMPANY’S COMMON STOCK
AND
AUTHORIZE
SHARES OF PREFERRED STOCK
The
Board
of Directors has unanimously approved and adopted a resolution, and holders
entitled to vote a majority of the aggregate shares of Common Stock have
approved, by unanimous written consent, to amend the Company’s Articles of
Incorporation to increase the number of authorized shares of Common Stock
of the
Company and authorize 15,000,000 shares of preferred stock. The Company does
not
have any present plans to issue preferred stock. The amendment (the “Amendment”)
to the Company’s Articles of Incorporation in the form attached hereto as
Exhibit
A,
increases the authorized shares of the Company’s Common Stock from 125,000,000
shares to 25,000,000,000 shares and authorizes 15,000,000 shares of Preferred
Stock. Of the 125,000,000 shares of Common Stock currently authorized,
56,575,212 shares of Common Stock are issued and outstanding. ARTICLE II
of the
Company’s Articles of Incorporation will read as follows:
5
“Article
II
The
corporation is authorized to issue 25,000,000,000 shares of common stock, par
value $0.0002 per share (the “Common Stock”) and 15,000,000 shares of Preferred
Stock, par value $0.0001 per share (the “Preferred Stock”). The Preferred Stock
may be issued at any time or from time to time, in any one or more series,
and
any such series shall be comprised of such number of shares and may have such
voting powers, whole or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights,
and
qualifications, limitations or restrictions thereof, including liquidation
preferences, as shall be stated and expressed in the resolution or resolutions
of the Board of Directors of the Corporation, the Board of Directors being
hereby expressly vested with such power and authority to the full extent now
or
hereafter permitted by law.”
The
Company is increasing the number of authorized shares of its Common Stock
and
authorizing shares of Preferred Stock to provide additional shares for general
corporate purposes, including stock dividends and splits, raising additional
capital, issuance of shares pursuant to employee stock option plans, and
for
possible future acquisitions. The Company does not have any present plans
to
issue preferred stock.
The
Company’s officers may from time to time engage in discussions with other
companies concerning the possible acquisition of such companies by the Company
in which the Company may consider issuing stock as part of or as all of the
acquisition price. The Board of Directors believes that an increase in the
total
number of shares of authorized Common Stock will better enable the Company
to
meet its future needs and give it greater flexibility in responding quickly
to
business opportunities. The increase will also provide additional shares for
corporate purposes generally.
The
Board
of Directors of the Company knows of no other matters other than those described
in this Information Statement, which have been recently approved or considered
by the holders of the Company’s Common Stock.
(Pursuant
to NRS 78.385 and 78.390 -After Issuance of Stock)
1. Name
of
corporation: APO HEALTH, INC. (the “Corporation”)
2. ARTICLE
I
of the articles has been amended in its entirety to read as
follows:
“ARTICLE
I
NAME
“The
name
of this corporation is Paivis,
Corp.
(the
“Corporation”).”
3. ARTICLE
II of the articles has been amended in its entirety to read as
follows:
“ARTICLE
II
The
corporation is authorized to issue 25,000,000,000 shares of common stock, par
value $0.0002 per share (the “Common Stock”) and 15,000,000 shares of preferred
stock, par value $0.0001 per share (the “Preferred Stock”). The Preferred Stock
may be issued at any time or from time to time, in any one or more series,
and
any such series shall be comprised of such number of shares and may have such
voting powers, whole or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights,
and
qualifications, limitations or restrictions thereof, including liquidation
preferences, as shall be stated and expressed in the resolution or resolutions
of the Board of Directors of the Corporation, the Board of Directors being
hereby expressly vested with such power and authority to the full extent now
or
hereafter permitted by law.”
4. The
vote by which the stockholders holding shares in the corporation entitling
them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provision of the articles of incorporation
have voted in favor of the amendment is: 28,691,835.
