**10KSB**
































3475
      LENOX ROAD


SUITE
      400


ATLANTA,
      GA 30326










UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549







**FORM
      10KSB**





|X|
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934


For
      the
      fiscal year ended September 30, 2006


Or





|_|
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934




**PAIVIS,
      Corp**


(Exact
      name of registration as specified in its charter)





**Nevada**
              (State
                or other jurisdiction or incorporation or organization)
            Commission
                File Number:
              **000-30074**
            **86-0871787**
              (IRS
                Employer Identification Number)





**3475
      Lenox Road, Suite 400, Atlanta, Georgia 30326**


(Address
      of principal executive officers, zip code)





**(404)
      601-2885**


(Registrant’s
      telephone number, including area code)





Securities
      registered pursuant to Section 12(b) of the Act:
**None**





Securities
      registered pursuant to 12(g) of the Act:





Title
                of each class
              Common
                Stock, par value $.0002 per share
              Preferred
                Stock, par value $.0001 per share
            Name
                of each exchange on which registered
              OTC
                Bulletin Board




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes [ ] No [X]





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes [ ] No [X]





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes [X] No [ ]





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-B is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. [ ]





Revenues
      for 2006 were $6,904,783





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
      accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer
      [X]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [ ] No [X]





The
      aggregate market value of the voting and non-voting common equity stock held
      by
      non-affiliates of the registrant, based on the closing average bid and ask
      price
      of such common equity, as of the the last business day of the registrant’s most
      recently completed second fiscal quarter was $23,224,348. The number of shares
      outstanding of each of the registrant’s classes of common stock as of January
      31, 2007 was 30,558,352 shares.





Transitional
      Smalll Business Disclosure Format (check one:)


Yes
      [ ]
      No [X]


-1-


**PART
      I**





As
      used
      in this Annual Report, unless the context otherwise requires, the terms “the
      Company,” “Paivis,” “we,” “us,” and “our” refer to Paivis Corp., a Nevada
      corporation, its predecessor, APO Health, Inc., a Nevada corporation, and its
      subsidiaries, collectively. Each reference to a fiscal year in this Annual
      Report refers to the fiscal year ending in the calendar year indicated (for
      example, fiscal 2006 refers to the fiscal year ended September 30,
      2006).





The
      consolidated financial statements of the Company include the accounts of PAIVIS
      Corp (formerly APO Health Inc.), and its subsidiaries.





**ITEM
      1. BUSINESS**





**Overview**




Paivis
      Corp.’s (“Paivis”, the “Company” or the “Registrant”) business operations
      commenced June 2000 and consist of telecommunications switching services. Paivis
      is facility-based wholesale telecommunications carrier that delivers many
      application/value-added services within the prepaid services space. The Company
      operates and maintains a robust switching facility, offering over 16,000 ports
      with connectivity to most of the tier 1 carriers in the US and manages an
      extensive international (A-Z) network.  In addition to the wholesale
      business, Paivis maintains a large retail distribution network for direct to
      consumer services. Our products are sold through approximately 3,000 retail
      outlets in the United States and our distribution is rapidly expanding.
      Headquartered in Atlanta, Georgia, the Company is publicly traded and operates
      through its core business, Macro Communications.





**History**





Paivis
      Corp. (formerly APO Health, Inc.), a Nevada corporation (the "Company") was
      formed in 1997 as Dom Caribe, Ltd. On July 1, 1998, the Company changed its
      name
      to Caribbean Ventures, Inc., and then to Internetfinancialcorp.com, Inc. on
      February 11, 2000. Pursuant to a Tax-Free Reorganization Agreement effective
      June 13, 2001, the Company acquired 3,046,300 of the 3,209,563 outstanding
      shares of common stock of APO Health, Inc., a New York corporation ("APO New
      York"), which represented approximately 91% of the then outstanding share of
      common stock of APO New York. The Company subsequently became the sole owner
      and
      operator of the business and properties of APO New York and in connection
      therewith the Company changed its name to APO Health, Inc. From mid 2001 until
      mid 2006, predecessor APO Health, Inc., was primarily engaged in the business
      of
      wholesale medical products.




In
      May of
      2006 the Registrant completed a Merger transaction where effectively Jupiter
      Global Holdings, Corp. became a wholly owned subsidiary of the Registrant.
      With
      completion of the Merger transaction the Registrant effected a sale of the
      APO
      Health subsidiary (“APO Health NY”) responsible for the business of wholesale
      medical products (details below). Furthermore, due to the Merger transaction
      and
      subsequent sale of APO Health NY the Registrants business became primarily
      engaged in the core operating business of Jupiter, prepaid technologies and
      telecom-based services.





-2-


**Completed
      Merger Transaction**





On
      April
      21, 2006, Paivis, Corp. (f/k/a/ 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”).




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.




On
      May
      11, 2006, and pursuant to the consummation of the Merger Agreement, the
      Registrant began the process to 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.




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.




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. None of the officers or Directors of Jupiter were
      appointed to the board or offices of the Registrant.




Even
      though, from a legal perspective, Paivis, Corp. was the acquirer in this merger
      transaction, Jupiter is treated the acquirer from an accounting
      perspective.





**Sale
      of APO Health, Inc. A New York Corporation (APO Health NY)**





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.





-3-


**Products
      and Services**





Paivis
      Corp. generates revenues through the sale of a variety of telecommunications
      products and services, such as prepaid calling cards, prepaid wireless service
      and international wholesale termination and owns and operates a carrier-class
      prepaid calling platform including 2 NACT phone card switches integrated with
      the newest state-of-the-art Clarent based VoIP system dedicated to domestic
      and
      international termination and origination of calls.  We utilize this
      platform to provide pre-paid long distance services through several distinctive
      brands including XTRA, E-Z Call and Star Card.  The current retail
      distribution reaches over 5,000 locations and generates approximately $7 million
      in annual revenue.





**Sales
      and Marketing**




Paivis,
      Corp. sells prepaid calling cards providing telephone access to more than 230
      countries and territories. Our prepaid calling cards are marketed primarily
      to the ethnic and immigrant communities in the United States, Europe, Asia
      and
      Latin America that tend to generate high levels of international traffic.
      Specifically, a large portion of our U.S. calling cards are purchased by the
      Hispanic community resulting in a significant proportion of our international
      prepaid calling card minutes being terminated in Latin America.





We
      market our prepaid calling cards primarily to retail outlets in the United
      States through various distribution agreements. Our customized retail calling
      cards and our TruCall-branded retail calling cards are marketed to retail chains
      and outlets primarily through our own internal sales force, although from time
      to time we may utilize third-party agents or brokers to acquire accounts. The
      Company relies primarily on in-store collateral (posters, stickers, brochures
      and placebo cards) to advertise its services rather than relying on an extensive
      budget to support its marketing efforts. In the future, Paivis plans to leverage
      its relationships with vendors and other strategic partners through co-branding
      and partner promotions campaigns. These sales are supported by a combination
      of
      print and Internet advertising.





Our
      prepaid calling card business has traditionally been strongest in the
      southeastern United States. However, with the expansion of our operations in
      other parts of the United States, our prepaid calling card sales in the
      southeastern United States now constitute a smaller percentage of our total
      U.S.
      prepaid calling card sales than in previous years.





In
      November 2005, Paivis signed a distribution agreement with a major retail
      distributor of prepaid products/services in the United States. In February
      2006,
      Paivis began distributing phone cards in retailers throughout the U.S. under
      the
      XTRA phone card brand. As of December, 2006, XTRA has been implemented in 4,000
      stores and is in the process of rolling out additional stores.





**Recent
      Developments**





During
      fiscal 2006, we initiated certain cost reduction programs to better align our
      infrastructure with our current operating needs. As a result, in June 2006
      we
      closed our Duluth, Georgia-based NOC, and implemented overhead reductions in
      our
      various operating segments.





We
      market our prepaid calling cards primarily to retail outlets in the United
      States through various distribution agreements. Our customized retail calling
      cards and our TruCall-branded retail calling cards are marketed to retail chains
      and outlets primarily through our own internal sales force, although from time
      to time we may utilize third-party agents or brokers to acquire accounts. Paivis
      does not require a large budget to support its marketing efforts. The company
      relies primarily on in-store collateral (posters, stickers, brochures and
      placebo cards) to advertise its services. In the future, Paivis plans to
      leverage its relationships with vendors and other strategic partners through
      co-branding and partner promotions campaigns. These sales are supported by
      a
      combination of print and Internet advertising.





-4-


**STRATEGY**





During
      fiscal 2006, we sought to increase the profitability of our core prepaid calling
      card business, with a greater emphasis placed on gross margin expansion than
      on
      revenue growth. We expect to continue along this path in fiscal 2007 while
      beginning to pursuer revenue growth and significantly expanding our distribution
      network and exploring new opportunities, both through internal development
      and
      through acquisition of other companies. In particular, we are focused on
      pursuing opportunities which would utilize our existing resources,
      infrastructure and distribution network, and which can provide us with recurring
      revenues and growth potential in large markets.




Our
      strategy is three-pronged:





·
            Paivis
                will to continue developing the retail business, which currently
                markets
                prepaid services through more than 4,000 retailers and is projected
                to
                grow to 12,000 retail outlets by year end 2007 and 25,000 by year
                end
                2008.





·
            We
                plan to launch the*TruCall
                Mobile*prepaid wireless service in Q1 2008, while leveraging our distribution
                network, technology and support infrastructure. Additionally, Paivis
                will
                continue to roll-out complimentary products and services through
                our
                growing distribution network. Paivis will expand its service offerings
                through a combination of strategic acquisitions and internally developed
                solutions.





·
            Lastly,
                as we begin to level off in the deployment of new retailers (approximately
                75-80,000 retail outlets), Paivis will shift its focus to the wholesale
                market as an enabler, leveraging its robust platform, support
                infrastructure and call termination
                rates.







We
      believe that the following factors have allowed us to build a strong competitive
      position in the calling card industry:




•
            
            our
                ability to offer customers attractive pricing, due to our extensive
                network of interconnection and termination arrangements, purchasing
                power
                and least-cost-routing system;





•
            
            our
                network of switches and transmission facilities, which allows us
                to keep
                our costs low;





•
            
            our
                prepaid platform, which is a proprietary database that keeps track
                of the
                remaining balance on each calling card, and which enables us to process
                a
                large number of cards and transactions
                simultaneously.





•
            
            our
                extensive distribution channel;





•
            
            the
                quality and dependability of the telephone service we provide; and





•
            
            our
                understanding of, and commitment to, the ethnic prepaid calling card
                market.




-5-


**TELECOMMUNICATIONS
      NETWORK INFRASTRUCTURE**




We
      maintain a global telecommunications switching and transmission infrastructure
      that enables us to provide an array of telecommunications services to our
      customers worldwide. Our network is continuously monitored by our Network
      Operations Center in Atlanta, GA.




**COMPETITION**




We
      believe that the principal competitive factor affecting our telecom business
      is
      the price of our services. Additionally, our ability to compete is dependent
      upon the quality and reliability of our services and our customer care. We
      also
      rely heavily upon our ability to innovate, which drives the continuing evolution
      of our suite of product and services offerings, enabling us to provide our
      customers with the services they seek. Many of our current and potential
      competitors have greater name recognition and greater financial, marketing,
      personnel and other resources than we do, as well as other competitive
      advantages. We anticipate that price competition will remain intense in the
      prepaid calling card space.




We
      believe our success in providing our calling card services is based on our
      ability to provide low rates and reliable service to our customers, while
      efficiently distributing our calling cards to a geographically and culturally
      diverse customer base. As calling rates continue to decline and competition
      increases, thereby reducing the influence of pricing as a differentiating
      competitive factor, we will increasingly compete on the basis of our call
      quality, customer service and distribution capabilities.




We
      compete with other providers of calling cards, including established carriers
      and numerous small or regional operators, and with providers of alternative
      telecommunications services. Many of the largest telecommunications providers,
      including AT&T (now owned by SBC), Verizon and Sprint, currently market
      prepaid calling cards, which in certain cases compete with our cards. However,
      as some of our competitors have significantly greater financial resources and
      name recognition, and are capable of providing comparable call quality and
      service levels, our ability to maintain and/or to capture additional market
      share will remain dependent upon our ability to continue to provide
      competitively priced services.





**ITEM
      1A- RISK FACTORS**





The
      Company's business involves a high degree of risk. Potential investors should
      carefully consider the risks and uncertainties described below and the other
      information in this report before deciding whether to invest in the Company's
      securities. Each of the following risks could materially and adversely affect
      the Company's business, financial condition, and results of operations. This
      could cause the trading price of the Company’s common stock to decline, with the
      loss of part or all of your investment.





**RISK
      FACTORS**




*Our
      business, operating results or financial condition could be materially adversely
      affected by any of the following risks as well as the other risks highlighted
      elsewhere in this document, particularly the discussions about regulation,
      competition and intellectual property. The trading price of our common stock
      could decline due to any of these risks.*




-6-


**RISKS
      RELATED TO OUR TELECOMMUNICATIONS BUSINESSES**




*Each
      of our telecommunications business lines is highly sensitive to declining
      prices, which may adversely affect our revenues and margins.*




The
      worldwide telecommunications industry has been characterized in recent years
      by
      intense price competition, which has resulted in a significant decline in both
      our average per-minute price realizations and our average per-minute termination
      costs as well as more recent decreases in revenue in our calling cards division.
      Many of our competitors in all of the retail telecommunications market segments
      in which we operate are aggressively pricing their services. This has led to
      continued erosion in pricing power, both in our retail and wholesale markets,
      and we have generally had to pass along any savings we achieve on our per minute
      costs to our customers in the form of lower prices. Any increase by us in
      pricing may result in our prices not being as attractive, which may result
      in a
      reduction of revenue. Although our gross margins have recently increased on
      our
      prepaid calling cards because of an increase in our pricing, this increased
      pricing, along with other competitive factors, has caused revenue generated
      by
      our prepaid calling cards to decrease. If this trend continues or intensifies,
      it could have a material adverse effect on the revenues generated by our
      telecommunications business lines or our ability to maintain our margins.




*Because
      our calling cards generate the bulk of our revenue, our growth and our results
      of operations are substantially dependent upon continuing growth in this
      business, and we face significant competition.*




During
      fiscal 2006, calling cards accounted for the vast majority of PaivisCorp’s
      revenues. Accordingly, our results of operations and future growth depend on
      the
      performance of this business. We compete in the prepaid calling card market
      with
      many of the established facilities-based carriers, such as AT&T (now owned
      by SBC), MCI (now owned by Verizon) and Sprint. These companies are
      substantially larger and have greater financial, technical, engineering,
      personnel and marketing resources, longer operating histories, greater name
      recognition and larger customer bases than we do. The use by these competitors
      of their resources could significantly impact our ability to compete
      successfully.




In
      addition to these larger competitors, we face significant competition from
      smaller calling card providers, who from time-to-time offer rates that are
      substantially below our rates, and in some instances below what we believe
      to be
      the cost to provide the service, in order to gain market share. This type of
      pricing by one or more competitors can adversely affect our revenues, as they
      gain market share at our expense, and our gross margins, if we lower rates
      in
      order to better compete.




The
      continued growth of the use of wireless services, largely due to lower pricing
      of such services, has adversely affected the sales of our prepaid calling cards
      as customers migrate from using prepaid calling cards to wireless services.
      We
      expect pricing of wireless services to continue to decrease, resulting in
      increased substitution by wireless services for prepaid calling cards and
      increased pricing pressure on our prepaid calling cards.




If
      we are
      not able to increase or maintain our sales of prepaid calling cards, our overall
      growth rates and results of operations could suffer. Further, if our competitors
      determine to utilize their greater resources or operate at lower levels of
      profitability in order to more aggressively market their products and services,
      this significant portion of our revenues and profitability could be adversely
      affected.




*We
      may not be able to obtain sufficient or cost-effective termination capacity
      to
      particular destinations.*




Most
      of
      our telecommunications traffic is terminated through third-party providers.
      In
      order to support our minutes-of-use demands and geographic expansion, we may
      need to obtain additional termination capacity or destinations. We may not
      be
      able to obtain sufficient termination capacity from high-quality carriers to
      particular destinations or may have to pay significant amounts to obtain such
      capacity. This could result in our not being able to support our minutes-of-use
      demands or in a higher cost-per-minute to particular destinations, which could
      adversely affect our revenues and margins.




-7-


*Our
      customers, particularly our wholesale carrier customers, could experience
      financial difficulties, which could adversely affect our revenues and
      profitability if we experience difficulties in collecting our receivables.*




As
      a
      wholesale provider of international long distance services, we depend upon
      sales
      of transmission and termination of traffic to other long distance providers,
      and
      the collection of receivables from these customers. Even as this segment of
      the
      industry has stabilized somewhat over the past two years, the wholesale market
      continues to feature many smaller, less financially stable companies. If
      continued weakness in the telecommunications industry reduces our ability to
      collect our accounts receivable from our major customers, particularly our
      wholesale carrier customers, our profitability may be substantially reduced.




*Our
      revenues will suffer if our distributors and sales representatives fail to
      effectively market and distribute our prepaid calling card products and other
      services.*




We
      rely
      on our distributors and representatives for marketing and distribution of our
      prepaid calling card products and other services. We are heavily dependent
      on
      our distribution outlets which provides us access to over 150,000 retail outlets
      throughout the United States, to distribute our prepaid calling cards. We are
      dependent upon our distributors and independent sales representatives, many
      of
      which also sell services or products of other companies. As a result, we cannot
      control whether these distributors and sales representatives will devote
      sufficient efforts to selling our services. In addition, we may not succeed
      in
      finding capable retailers and sales representatives in new markets that we
      may
      enter. If our distribution agreements are not extended or our distributors
      or
      sales representatives fail to effectively market or distribute our prepaid
      calling card products and other services, our ability to generate revenues
      and
      grow our customer base could be substantially impaired.







**RISKS
      RELATED TO OUR FINANCIAL PERFORMANCE AND GROWTH STRATEGY**




*We
      have incurred significant losses since our inception, which could cause the
      trading price of our stock to decline.*




We
      have
      incurred significant losses since our inception. During fiscal 2006, we had
      a
      consolidated net loss of approximately $4 million. If we are not able to achieve
      overall profitability or maintain any profitability that we do achieve, the
      trading price of our stock could be negatively affected.




*Our
      growth strategy depends, in part, on our acquiring complementary businesses
      and
      assets and expanding our existing operations, which we may be unable to do.*




Our
      growth strategy is based, in part, on our ability to acquire businesses and
      assets that are complimentary to our existing operations. We may also seek
      to
      acquire other businesses. The success of this acquisition strategy will depend,
      in part, on our ability to accomplish the following:





•
            
            identify
                suitable businesses or assets to buy;





•
            
            complete
                the purchase of those businesses on terms acceptable to us;





•
            
            complete
                the acquisitions in the time frame we expect;





•
            
            improve
                the results of operations of the businesses that we buy and successfully
                integrate their operations into our own; and





•
            
            avoid
                or overcome any concerns expressed by regulators, including antitrust
                concerns.




-8-


There
      can
      be no assurance that we will be successful in pursuing any or all of these
      steps. Our failure to implement our acquisition strategy could have an adverse
      effect on other aspects of our business strategy and our business in general.
      We
      may not be able to find appropriate acquisition candidates, acquire those
      candidates that we find or integrate acquired businesses effectively or
      profitably.




Our
      acquisition program and strategy may lead us to contemplate acquisitions of
      companies in distress or in bankruptcy, which entail additional risks and
      uncertainties. Such risks and uncertainties include, without limitation, that,
      before assets may be acquired, customers may leave in search of more stable
      providers and vendors may terminate key relationships. Also, assets are
      generally acquired on an “as is” basis, with no recourse to the seller if the
      assets are not as valuable as may be represented. Finally, while distressed
      or
      bankrupt companies may be acquired for comparatively less money, the cost of
      continuing the operations may significantly exceed expectations.




We
      have
      in the past used, and may continue to use, our capital stock as payment for
      all
      or a portion of the purchase price for acquisitions. If we issue significant
      amounts of our capital stock for such acquisitions, this could result in
      substantial dilution of the equity interests of our stockholders.




**INTELLECTUAL
      PROPERTY AND REGULATORY RISKS**




*We
      may be adversely affected if we fail to protect our proprietary technology.*




We
      depend
      on proprietary technology and other intellectual property rights in conducting
      our various business operations. We rely on a combination of trademarks and
      trade secret protection and contractual rights to establish and protect our
      proprietary rights. Failure of our trademarks and trade secret protection,
      non-disclosure agreements and other measures to provide protection of our
      technology and our intellectual property rights could enable our competitors
      to
      more effectively compete with us and have an adverse effect on our business,
      financial condition and results of operations.




In
      addition, we may be required to litigate in the future to enforce our
      intellectual property rights, to protect our trade secrets, to determine the
      validity and scope of the proprietary rights of others, or to defend against
      claims of infringement or invalidity. Any such litigation could result in
      substantial costs and diversion of resources and could have a material adverse
      effect on our business, financial condition or results of operations.




*We
      may be subject to claims of infringement of intellectual property rights of
      others.*




From
      time
      to time we may be subject to claims and legal proceedings from third parties
      regarding alleged infringement, by us, of trademarks, copyrights, patents and
      other intellectual property rights. Such suits can be expensive
      and time consuming and could distract us and our management from focusing on
      our
      businesses. Further, loss of such suits could result in financial burdens and
      the requirement to modify our modes of operation.




*PaivisCorp
      is subject to tax and regulatory audits which could result in the imposition
      of
      liabilities that may or may not have been reserved against.*




PaivisCorp
      is subject to audit by taxing and regulatory authorities with respect to certain
      of its income and operations. These audits can cover periods for several years
      prior to the date the audit is undertaken and could result in the imposition
      of
      liabilities, interest and penalties if PaivisCorp’s positions are not accepted
      by the auditing entity. Our financial statements contain reserves against
      certain of such liabilities, but we do not reserve against liabilities that
      we
      do not reasonably expect to be imposed.





The
      Internal Revenue Service, in the ordinary course of business, may audit some
      or
      all of our tax filings.




Imposition
      of additional liabilities as a result of tax and regulatory audits could have
      an
      adverse affect on our results of operations, cash flows and financial condition.




-9-


*Federal,
      state, local and international government regulations may reduce our ability
      to
      provide services or make our business less profitable.*




We
      are
      subject to varying degrees of regulation by federal, state, local and foreign
      regulators. The implementation, modification, interpretation and enforcement
      of
      these laws and regulations vary and can limit our ability to provide many of
      our
      services. Our ability to compete in our target markets depends, in part, upon
      favorable regulatory conditions and the favorable interpretations of existing
      laws and regulations.




In
      addition, pursuant to rules adopted by the FCC, our prepaid phone card business
      is required to contribute to the Universal Service Fund. The FCC has proceedings
      underway to evaluate possible changes to the current rules for assessing
      contributions for the Universal Service Fund. Any change in the current
      assessment calculation procedure could result in higher fees payable by our
      prepaid phone card business and could adversely affect our revenues and margins.





We
      are
      subject to various taxes, fees and charges imposed pursuant to the different
      regulations to which we are subject. We believe that the reserves we have
      allocated for such taxes, fees and charges are adequate, but there can be no
      assurance that our assumptions and calculations used in determining the size
      of
      the reserves will be agreed with by the applicable regulatory bodies. In
      addition, such reservations and the amounts we are obligated to pay are based
      upon our positions under, and the interpretations we have taken of, complex
      regulatory schemes. Any changes to such regulations—or in our business that
      affect our positions under such regulations—could result in an increase in the
      amounts we are obligated to pay (on a prospective basis and, potentially,
      retroactively), and could have an adverse effect on our financial condition.
      For
      example, as a result of the overwhelming percentage of our traffic that is
      terminated in international destinations we may qualify for specific treatment
      in respect of certain regulatory fees. A shift in the mix of international
      and
      domestic traffic we carry may affect this treatment and the profitability of
      our
      calling card business could suffer.




*We
      may become subject to increased price competition from other carriers due to
      federal regulatory changes in determining international settlement rates.*




Revenues
      from, and payments made in connection with, international service reflect
      payments under agreements between us and foreign telecommunications
      administrations or private carriers, which are influenced by the guidelines
      of
      the international tariff and trade regulations and cover virtually all
      international calls to and from the United States. Various factors, including
      declining settlement rates, could affect the amount of net settlement payments
      from carriers to us in future years. These include changes in the proportion
      of
      outgoing as opposed to incoming calls. Any federal regulatory change to
      international telecommunications policy and/or settlement rates, may adversely
      affect our revenues costs and profitability.




**REGULATION**




The
      following summary of regulatory developments and legislation is intended to
      describe what we believe to be the most important, but not all, current and
      proposed international, federal, state and local regulations and legislation
      that are likely to materially affect us.




**REGULATION
      OF TELECOM IN THE UNITED STATES**




**Retail
      and Wholesale Telecommunications Services**




Telecommunications
      services are subject to extensive government regulation at both the federal
      and
      state levels in the United States. Any violations of the regulations may subject
      us to enforcement penalties, including interest and penalties. The FCC has
      jurisdiction over all telecommunications common carriers to the extent they
      provide interstate or international communications services. Each state
      regulatory commission has jurisdiction over the same carriers with respect
      to
      their provision of local and intrastate long distance communications services.
      Local governments often indirectly regulate aspects of our communications
      business by imposing zoning requirements, permit or right-of-way procedures
      or
      franchise fees. The FCC and the International Telecommunications Union, or
      ITU,
      set certain parameters on our domestic spectrum use. Significant changes to
      the
      applicable laws or regulations imposed by any of these regulators could have
      a
      material adverse effect on our business, operating results and financial
      condition.




-10-


**REGULATION
      OF TELECOM BY THE FEDERAL COMMUNICATIONS COMMISSION**




The
      FCC
      has jurisdiction over all U.S. telecommunications common carriers to the extent
      they provide interstate or international communications services, including
      the
      use of local networks to originate or terminate such services.




The
      FCC
      also has jurisdiction over certain issues relating to interconnection between
      providers of local exchange service and the provision of service via fixed
      wireless spectrum.




**Universal
      Service**


In
      1997,
      the FCC issued an order, referred to as the Universal Service Order, that
      requires all telecommunications carriers providing interstate telecommunications
      services to periodically contribute to universal service support programs
      administered by the FCC (the “Universal Service Funds”). These periodic
      contributions are currently assessed based on a percentage of each contributor’s
      interstate and international end user telecommunications revenues reported
      to
      the FCC. We, and most of our competitors, pass through these Universal Service
      Fund contributions in the price of our services, either as a separate surcharge
      or as part of the base rate. In addition to the FCC universal service support
      mechanisms, state regulatory agencies also operate parallel universal service
      support systems. As a result, we are subject to state, as well as federal,
      universal service support contribution requirements, which vary from state
      to
      state.




**Interconnection
      and Unbundled Network Elements**


The
      Telecommunications Act requires ILECs to allow competitors to interconnect
      with
      their networks in a nondiscriminatory manner at any technically feasible point
      on their networks at cost-based prices, which are more favorable than past
      pricing based on the historic regulated costs of the ILEC. Since the FCC’s 1996
“Local Competition Order,” CLECs have enjoyed the right to lease unbundled
      network elements at rates determined by state public utility commission
      employing the FCC’s TELRIC (Total Element Long Run Incremental Cost) forward
      looking, cost-based pricing model.




The
      FCC’s
      rules governing availability of ILEC unbundled network elements to CLECs have
      been the subject of on-going litigation and rulemaking proceedings. In February
      2005, the FCC eliminated the availability of unbundled local switching at TELRIC
      prices, and thereby eliminated the ability of CLECs to obtain a full “UNE
      Platform” that provides all elements of local dial-tone service at TELRIC
      prices. The FCC also limited the availability of high-capacity loops and
      dedicated transport elements at TELRIC prices; these elements will now be
      available only in particular markets that do not meet tests for the presence
      of
      competitive facilities as detailed in the FCC’s rules.




The
      FCC’s
      unbundling rules continue to be the subject of further litigation and could
      change in ways we cannot now predict, which could have a material affect on
      our
      business strategy. Also, the FCC is considering possible changes to its TELRIC
      pricing model, which could have material impacts on our costs.




Pursuant
      to the FCC’s rules, we negotiate interconnection arrangements with each ILEC,
      generally on a state-by-state basis. These agreements typically have terms
      of
      two or three years; accordingly, a substantial number of our interconnection
      agreements with ILECs will expire and require renegotiation in any given year.
      Each of these agreements provides for a holdover that continues the agreement
      on
      its current terms pending renegotiation. While current FCC rules and regulations
      require the incumbent provider to provide certain network elements necessary
      for
      us to provision end-user services on an individual and combined basis, we cannot
      assure you that the ILECs will provide these components in a manner and at
      a
      price that will support competitive operations.




**Access
      Charges**


As
      a long
      distance provider, we remit access fees directly to local exchange carriers
      or
      indirectly to our underlying long distance carriers for the origination and
      termination of our long distance telecommunications traffic. Generally,
      intrastate access charges are higher than interstate access charges. Therefore,
      to the degree access charges increase or a greater percentage of our long
      distance traffic is intrastate, our costs of providing long distance services
      will increase. As a local exchange provider, we bill access charges to long
      distance providers for the origination and termination of those providers’ long
      distance calls. Accordingly, as opposed to our long distance business, our
      local
      exchange business benefits from the receipt of intrastate and interstate long
      distance traffic.




-11-


Under
      FCC
      rules, our interstate access rates must be set at levels no higher than those
      of
      the ILEC in each area we serve, which limits our ability to seek increased
      revenue from these services. Some, but not all, states have similar restrictions
      on our intrastate access charges.




In
      April
      2001, the FCC released a Notice of Proposed Rulemaking in which it proposed
      a
“fundamental re-examination of all currently regulated forms of intercarrier
      compensation.” The FCC proposed that carriers transport and terminate local
      traffic on a bill-and-keep basis, rather than per minute reciprocal compensation
      charges. Several different industry groups have submitted access charge reform
      proposals to the FCC since the issuance of the Notice of Proposed Rulemaking.
      Most recently, in August 2006, the FCC sought comment on an access charge reform
      plan commonly referred to as the “Missoula Plan,” which was submitted by the
      National Association of Regulatory Utility Commissioners. While the FCC has
      not
      yet acted on any of these proposals, and it is not yet known when it will act,
      these proposals would result in substantial reductions in access charge
      payments, and some would eliminate these payments entirely over a period of
      time. Because we both make payments to and receive payments from other carriers
      for exchange of local and long distance calls, at this time we cannot predict
      the effect that the FCC’s determination may have upon our business.




**Per
      Call Payphone Compensation**


The
      Telecommunications Act requires telecommunications companies to pay per call
      compensation to the owners of payphones for coinless calls (toll-free calls
      and
      certain other “dial-around” calls) originating from payphones. The default rate
      is $0.494 per completed call. In June 2006, the FCC included a statement in
      an
      order that we believe improperly expanded the Commission’s previous definition
      of a “completed call,” thereby potentially exposing TruCall to additional per
      call payphone compensation liability. Accordingly, TruCall filed a petition
      with
      the FCC, asking it to clarify or reconsider its decision. The petition remains
      pending as of the publication date of our Annual Report.




**International
      Telecommunications Services—International Settlements**


The
      FCC’s
      International Settlements Policy restricts the terms on which U.S.-based
      carriers and certain of their foreign correspondents settle the cost of
      terminating each other’s traffic over their respective networks. Under the
      International Settlements Policy, absent approval from the FCC, international
      telecommunications service agreements with dominant foreign carriers must be
      non-discriminatory, provide for settlement rates usually equal to one-half
      of
      the accounting rate, and require proportionate share of return traffic. This
      Policy, however, does not apply to arrangements with any non-dominant foreign
      carrier or, since March 30, 2005, with any dominant foreign carrier on
      routes where a demonstration has been made that at least one U.S. carrier has
      a
      settlement arrangement with the dominant foreign carrier that is compliant
      with
      the FCC’s applicable benchmark settlement rates. This action has greatly
      lessened the number of instances in which the ISP applies, effectively granting
      US and foreign carriers greater freedom to set rates and terms in their
      agreements. As a result, 164 countries currently are exempt from the
      International Settlements Policy, representing over 90% of all U.S.-originated
      international traffic. Notwithstanding the foregoing, the FCC could find that
      we
      do not meet certain International Settlements Policy requirements with respect
      to certain of our foreign carrier agreements. Although the FCC generally has
      not
      issued penalties in this area, it has issued a Notice of Apparent Liability
      to a
      U.S. company for violations of the International Settlements Policy and it
      could, among other things, issue a cease and desist order, impose fines or
      allow
      the collection of damages if it finds that we are not in compliance with the
      International Settlements Policy. Any of these events could have a material
      adverse effect on our business, financial condition, or results of operation.




**Regulation
      of Enhanced Service Providers**


Under
      FCC
      rules, telecommunications services are those that transmit user information
      from
      point to point (or points) without change in form or content, while “enhanced”
services either provide additional information or provide some manipulation
      of
      the form or content of the user’s transmitted information. “Enhanced service
      providers” are exempt from federal and state regulations governing common
      carriers, including the obligation to pay access charges and contributions
      to
      the Universal Service Fund. Similarly, where telecommunications service
      providers have offered enhanced services in addition to their telecommunications
      services, the FCC and state regulatory bodies have exempted the enhanced service
      component and its associated revenue from legacy telecommunications regulations,
      such as access charges and contributions to the Universal Service Fund. Some
      of
      the services that TruCall provides may be characterized for regulatory purposes
      as enhanced services.




The
      FCC
      held in a Declaratory Ruling and Report and Order, or the “Order,” that calling
      cards that use Voice Over Internet Protocol to transmit telecommunications
      were
      telecommunications, not enhanced services. Consequently, the Order held that,
      both retrospectively and prospectively, the minutes from “IP-in-the-middle”
calling cards were subject to access charges and that service providers must
      contribute to the Universal Service Fund based on revenue generated from such
      calling cards. In the Order, the FCC also held that calling cards that jointly
      provide enhanced and telecommunications services are to be treated as
      telecommunications services and thus, subject to access charges and Universal
      Service Fund contributions. However, for the enhanced, or menu-driven, cards,
      application of access charges and USF contributions would only be prospective.
      In the Order, the Commission also imposed several intercarrier and governmental
      reporting obligations. Numerous aspects of the Order are on appeal and we cannot
      be sure that the FCC’s conclusions and requirements will remain in effect. As a
      result of the Order, particularly its retroactive application for
      IP-in-the-middle services, we could be subject to fines, penalties or additional
      costs for services provided in the past, which could have a material adverse
      effect on our financial condition.




-12-


**INTELLECTUAL
      PROPERTY**


We
      rely
      on a combination of patents, copyrights, trademarks, domain name registrations
      and trade secret laws in the United States and other jurisdictions and
      contractual restrictions to protect our intellectual property rights and our
      brand names. All employees of TruCall sign confidentiality agreements. These
      agreements provide that the employee may not use or disclose confidential
      company information except as expressly permitted in connection with the
      performance of his or her duties for the company, or in other limited
      circumstances. These agreements also state that, to the extent rights in any
      invention conceived of by the employee while employed by us do not vest in
      the
      company automatically by operation of law, the employee is required to assign
      his or her rights to us.




Circumstances
      outside our control could pose a threat to our intellectual property rights.
      For
      example, effective intellectual property protection may not be available in
      every country in which our products and services are distributed. Also, the
      efforts we have taken to protect our proprietary rights may not be sufficient
      or
      effective. Any significant impairment of our intellectual property rights could
      harm our business or our ability to compete. Also, protecting our intellectual
      property rights is costly and time consuming. Any increase in the unauthorized
      use of our intellectual property could make it more expensive to do business
      and
      harm our operating results.




Companies
      in the telecommunications industry and other industries in which we compete
      own
      large numbers of patents, copyrights and trademarks and frequently enter into
      litigation based on allegations of infringement or other violations of
      intellectual property rights. As we face increasing competition, the possibility
      of intellectual property claims against us grows. Our technologies may not
      be
      able to withstand any third-party claims or rights against their use.




**RISKS
      RELATED TO OUR CAPITAL STRUCTURE**




*PaivisCorp
      is controlled by its principal stockholders, which limits the ability of other
      stockholders to affect the management of PaivisCorp.*




Gregory
      L. Bauer and Guriqbal Randhawa, have voting power over 3,000,750 shares of
      our
      Series B convertible preferred stock (which are convertible into shares of
      our
      common stock on a 2-for-1 basis, have preferential voting of 100 votes to one
      share of Series B preferred stock and have anti-dilutive rights in the event
      of
      any stock consolidations), representing approximately 92% of the combined voting
      power of our outstanding capital stock, as of September 30, 2006. Gregory L.
      Bauer and Guriqbal Randhawa are able to control matters requiring approval
      by
      our stockholders, including the election of all of the directors and the
      approval of significant corporate matters, including any merger, consolidation
      or sale of all or substantially all of our assets. As a result, the ability
      of
      any of our other stockholders to influence the management of our Company is
      limited. In addition, under Nevada law, the shares that Messrs. Bauer and
      Randhawa control can be voted to approve certain corporate actions by written
      consent of the shareholders rather than convening a formal shareholders’ meeting
      This too limits the ability of our other shareholders to influence management
      of
      the Company.





**ITEM
      1B- UNRESOLVED STAFF COMMENTS.**


Not
      applicable.





**ITEM
      2. PROPERTIES.**




The
      Company headquarters are located at 3475 Lenox Road, Atlanta, Georgia.





-13-


**ITEM
      3. LEGAL PROCEEDINGS.**





Cingular
      Wireless, LLC has obtained a consent judgment against Macro Communications,
      Inc., one of our subsidiaries, in the Superior Court of Gwinnett County,
      Georgia, File No.: 05C-15642-3. The consent judgment was entered into on June
      6,
      2006 for the principal amount of $657,313.35, plus accrued interest due since
      January 1, 2005 of $147,895.50. This consent judgment is accruing interest
      at
      rate of 8% per annum. During the 2006 fiscal year, the Company has paid a total
      of $85,000 against this consent judgment.





During
      fiscal year 2006, the Company’s subsidiary, Macro Communications, Inc. was the
      subject of three separate but related collection suits filed by three former
      disgruntled consultants of the company.Henderson v. Macro Communications, Inc.
      Superior Court of Gwinnett County, Georgia, File No.: 06-C-02764-1
      was commenced March 14, 2006 and a full and final settlement agreement was
      entered into on December 1, 2006 providing for Macro Communications to pay
      overdue consulting compensation to Mr. Henderson in the amount of $60,000.
      The
      matter was fully resolved as of December 4, 2006.





Jenkins
      v. Macro Communications, Inc. Superior Court of Gwinnett County, Georgia, File
      No.: 06-C-03746-S5
      was commenced March 14, 2006 and a full and final settlement agreement was
      entered shortly after the suit was filed. Of the total amount of the settlement
      amount of $23,788.70, we paid $5,000 on June 6, 2006 and we believe the balance
      of the settlement amount will be paid within 30 days from the date of this
      report.





Wilkie
      v.
      Macro Communications, Inc. Superior Court of Gwinnett County, Georgia, File
      No.: 06-C-02761-S3. A
      full
      and final settlement agreement was entered into on May, 15, 2006 in this case
      for the sum of $43,250 representing overdue consulting compensation, and upon
      full payment, the matter was
      fully
      resolved as of November 17, 2006.





iBasis,
      Inc. v. Macro Communications, Inc., Superior Court of Gwinnett County, Georgia,
      File No.: 06A-09136-8. iBasis, Inc. was a claim filed in Suffolk Superior Trial
      Court of the Commonwealth of Massachusetts, File No.: SUCV2004-04047-C, wherein
      a default judgment was entered against Macro Communications on September, 20,
      2006 for the sum of $192,022.47 principal and 1.5% per month interest accruing
      as of September 30,2003, the sum of $5,351.99 principal and 1.5% per month
      interest accruing as of August 31, 2003, and costs of $514.05. This judgment
      remains unpaid, and most recently iBasis, Inc. has sought to domesticate its
      Massachusetts judgment in the above-reference case filed against Marcro
      Communications in Gwinnett County Superior Court, State of Georgia.





On
      February 9, 2007, another former consultant of Macro Communications that was
      terminated, Matthew McCarthy, filed suit against Macro Communications in
      McCarthy v. Macro Communications, Inc., et al., State Court of Dekalb County,
      Georgia, File No.: 07A62410-7. Matt McCarthy has alleged claims in relation
      to a
      master sales agreement for the sale of international carrier services and a
      violation of non-disclosure / non-circumvent agreement entered on July 1, 2004
      and July 2, 2004, respectively. Macro Communications has denied any and all
      claims or liabilities alleged by Mr. McCarthy and is preparing to vigorously
      defend that action and to seek appropriate counter relief from Mr. McCarthy
      for
      damages he has caused to the company.





Lastly,
      On February, 15, 2007 the Company filed a complaint against John J. Donnelly
      and
      Executive Transfer & Registrar Inc. (“Executive Registrar”) in Colorado
      state court. The Company filed the lawsuit to obtain a restraining order to
      compel Executive Registrar as required by rules and procedures mandated by
      the
      Securities and Exchange Commission, to transfer the Company’s stock books and
      records to be transferred to the Company’s newly appointed stock transfer agent
      and compel Executive Registrar to file it’s termination notice with the
      Depository Trust Company as required by the Securities and Exchange Commission.
      It is also our intention to seek monetary damages, including attorneys’ fees,
      costs of suit and punitive damages against both Mr. Donnelly and Executive
      Transfer for their unwarranted and tortious interference with the Company’s
      stock transfer and shareholder records.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





There
      was
      no matter submitted to a vote of security holders during the fourth
      quarter of the fiscal year covered by this report.




-14-


**PART
      II**





**ITEM
      5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS.**




The
      Company's common stock is currently quoted on the OTC Bulletin Board under
      the
      symbol "PAVC." The high and low prices of the common stock for the quarterly
      periods of the two years ended September 30, 2006 are as follows:


Common
                Stock PricesQuarter
                Ended
            
            **High**
            
            **Low**December
                31, 2004
            
            $
            18.00
            
            $
            8.00March
                31, 2005
            
            $
            14.00
            
            $
            8.00June
                30, 2005
            
            $
            8.00
            
            $
            4.00September
                30, 2005
            
            $
            12.00
            
            $
            4.00December
                31, 2005
            
            $
            6.00
            
            $
            2.00March
                31, 2006
            
            $
            4.00
            
            $
            3.80June
                30, 2006
            
            $
            1.14
            
            $
            0.96September
                30, 2006
            
            $
            4.60
            
            $
            2.90December
                31, 2006
            
            $
            1.20
            
            $
            0.90




As
      of
      January 31, 2007, there were approximately 1,000 holders of record of the
      Company's common stock.





Dividends
      Declared




On
      May
      10, 2006 the Company declared a restricted common stock dividend of 10 for
      1 to
      all of its shareholders of record on May 10, 2006. The pay date of the
      restricted common stock dividend was May 12, 2006. The issuance of the dividend
      shares to our shareholders was exempt from registration under Section 3(a)
      (9)
      of the Securities Act of 1933.





Dividend
      Policy




The
      Company has not adopted any policy regarding the payment of dividends on
      its
      common stock. The Company does not intend to pay any cash dividends on its
      common stock in the foreseeable future. All cash resources are expected to be
      invested in developing the Company's business. There are no restrictions that materially
      limit the Company's ability to pay cash dividends.





-15-


Recent
      Sales of Unregistered Securities




In
      June
      2006, the Board of Directors approved the issuance of 2,450,000 warrants to
      purchase 2,450,000 common shares at $1.50/share. This issuance of the warrants
      and the shares underlying the warrants are exempt from the registration
      requirements under Section 4(2) of the Securities Act of 1933, as
      amended.




In
      December 2006, the Board of Directors approved the issuance of 238,724 common
      shares at $0.909/share for the reduction of debt from carrier services provided
      in the amount of $ 217,000 This issuance were exempt from registration
      requirements under Section 4(2) of the Securities Act of 1933, as
      amended.




In
      December 2006, the Board of Directors approved the issuance of 5,000 common
      shares at $2.00/share for additional consideration for a Lender to provide
      a
      loan to the Company. This issuance were exempt from registration requirements
      under Section 4(2) of the Securities Act of 1933, as amended.





**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS**




**Forward-Looking
      Statements**





This
      annual report on Form 10KSB contains forward-looking statements. All statements
      other than statements of historical fact made in this annual report are
      forward looking. In particular, the statements herein regarding industry prospects
      and future results of operations or financial position are forward-looking
      statements. Forward-looking statements reflect management's current
      expectations and are inherently uncertain. The Company's actual results may
      differ significantly from management's expectations.





**Results
      of Operations**




Comparison
        of Fiscal 2006 and 2005
  Revenue
        for the year ended September 30, 2006 was $6,904,783 compared to $422,982
        for
        the year ended September 30, 2005. The increase in revenue resulted from
        the
        acquisition of Macro Communications in September 2005.
 
 The
        cost
        of revenue for the year ended September 30, 2006 was $6,766,971 compared
        to
        $622,136 for the year ended September 30, 2005. This increase was also due
        to
        the operations from Macro Communications in September 2005. The gross profit
        margin for the year ended September 30, 2006 was $137,812 compared to ($199,154)
        for the year ended September 30, 2005. The increase in the gross profit margin
        is directly related to the operational gross margins related to operations
        brought to the company from the acquisition of Macro Communications in September
        2005.
 
 General
        and administrative expense for the year ended September 30, 2006 were
        $4,085,380, a decrease of $2,698,463 from the year ended September 30, 2005.
        The
        largest decrease was a reduction in wages and benefits expense of $3,110,376.
        In
        2006, the Company incurred 1,125,089 in debt retirement expense to induce
        debt
        holders to convert their debt to restricted common shares. Professional fees
        increased during the year ended September 30, 2006 by approximately $265,405
        due
        to increase in legal expenses.


-16-


Off-Balance
        Sheet Arrangements
 
 The
        Company does not have any off balance sheet arrangements that are reasonably
        likely to have a current or future effect on its financial condition, revenues,
        and results of operations, liquidity or capital expenditures.
 
 LIQUIDITY
        AND FINANCIAL CONDITION AS OF SEPTEMBER 30, 2006
 
 We
        had
        cash-on hand of totaling $88,678 as of September 30, 2006. As of September
        30,
        2006, the Company had working capital deficit of $7,083,958. Although the
        Company maintains minimal cash reserves and continues to experience uncertainty
        regarding positive cash flows, management strives to maintain and grow its
        current operations, grow revenue streams and cash flow. Our sources of liquidity
        includes sales of our common stock, and loans from management, shareholders
        and
        other close affiliates to the Company, and intended cash revenues from
        operations as generated as per the business strategy described
        below




BUSINESS
      STRATEGY FOR PAIVIS





Our
      business strategy is to focus our immediate efforts on growing our core business
      ans closing on acquisitions we are currently in discussions with. The growth
      of
      business and intergration of these potential acquisitons will require a staff
      of
      approximately 10-15 persons consisting of marketing, business operations,
      accounting, administration, corporate finance and merger and acquisition
      professionals.





PAIVIS
      intends to develop a comprehensive program for its business to conduct its
      research and development. PAIVIS expects that it must devote a minimum of
      approximately 5% of it revenues towards research and development.





Over
      the
      twelve months following September 30, 2006, PAIVIS’s business may conduct
      significant research and development, or R & D for the development of
      enhanced and/or future products and services.





PAIVIS
      plans to coordinate operations out of its Atlanta, GA facility. At the required
      time the Company plans to open other business development, finance or
      operational offices in other U.S. cities.





RECENT
      DEVELOPMENTS





Paivis
      sells its products and services through a distribution network of retail stores
      throughout the United States. Recently, Paivis secured and is the process of
      implementing an additional 3,000 retail locations through its main distribution
      channel





PAIVIS
      IMPLEMENTATION PLAN





PAIVIS
      requires approximately $10,500,000 in operational capital for the 12 month
      period following September 30, 2006. The PAIVIS implementation is planned over
      a
      period of four phases totaling 12 months. Each phase is three months. The
      implementation plan during each phase describes the activity of PAIVIS across
      various departments such as Operations, Finance, Mergers and Acquisitions,
      Development, and Sales/Marketing/Business Development.





-17-


Our
      immediate aim is to finalize grow our current distribution, establish new
      distribution channels, grow our lines of business, close certain acquisitions
      and prepare for the launch of new product lines such as prepaid cellular.





PAIVIS's
      2007 implementation plan regarding its business units is as
      follows:





-
      Phase
      One (October - December 2006): Planning for growing existing business for 2007.
      Begin review of current distribution and growth opportunities. Continue
      discussions with current acquisitions candidates; secure first acquisition;
      execute debt reduction plan via voluntary creditor write offs and possible
      stock
      based settlements; headhunt and secure key consultants and possible staff
      members to execute development of new business plan; commence additional staff
      hiring.





-
      Phase
      Two (January - March 2007): Continue planning for growth of existing business;
      Secure agreement for first stage of capital; Close first acquisition secured
      from Phase One of implementation plan; Continue seeking acquisitions; finalize
      operations and marketing plans of growth initiative; continue debt reduction
      plan via voluntary creditor write offs and stock based settlements;





-
      Phase
      Three (April - June 2007): Secure agreement for second stage of capital; Secure
      next acquisition(s); Close on next acquisition; Continue seeking acquisitions;
      Launch new operational and marketing plans as per growth initiative; Begin
      development of new product lines; continue debt reduction plan via voluntary
      creditor write offs and stock based settlements;


-
      Phase Four (July - September 2007): Close second stage of capital; Close on
      next
      acquisitions; Continue seeking acquisitions; Launch new product lines; continue
      debt reduction plan via voluntary creditor write offs and stock based
      settlements;





FINANCING
      STRATEGIES





In
      order
      to finance our growth acquisitions, and our phases of implementation we plan
      to
      raise investment capital through the execution of the following finance
      strategy:





In
      order
      to finance its internal growth and acquisitions the Company may use its
      preferred or common stock to finance the internal growth or acquisition or
      to
      raise the necessary capital for acquisition or internal growth.





CAPITAL
      REQUIREMENTS





We
      believe that the our first acquisition will require approximately a minimum
      of
      $400,000 for the acquisition, plus approximately $100,000 in legal, accounting
      and administrative expenses. In addition, our the internal growth will require
      a
      minimum of another $1,000,000 plus approximately $100,000 in legal, accounting
      and administrative expenses. This is a minimum total of approximately $1,600,000
      that will be required in the first two quarters during. In the following 6
      months, we plan to execute one or two additional acquisitions. We believe that
      the cost of a second and third acquisition or development of new business lines
      will be approximately a minimum of $5,000,000. The Company feels it will require
      1,900,000 to continue growing its internal plans for the balance of the fiscal
      year. Thus, we anticipate needing a minimum of $10,500,000 of investment capital
      during the fiscal year.





CAPITAL
      ACQUIRING PLANS





Management
      plans on initiating a series of securities offerings to raise the investment
      capital needed to meet our acquisition and growth plans. Although we will make
      efforts to minimize dilution to current shareholders, we may not be able to
      avoid dilution due to many factors, including but not limited to, the closing
      of
      financing at lower than the desired market price of the Company's common
      stock.





-18-


PAIVIS
      hopes to secure the financing to satisfy the capital needs for each phase of
      its
      implementation plan through the execution of various funding methods, primarily
      financing through private placement equity investments or debt financing. PAIVIS
      hopes to achieve this by securing relationships with accredited individual
      investors, investment bankers, venture capitalists, and/or finance investment
      advisors that have the experience and relationships to aid PAIVIS with its
      capital raising efforts. The source of the capital may be comprised of a mix
      of
      principal shareholders, private investors, private equity funds, hedge funds
      and
      venture capital companies.





If
      needed
      capital investment for our acquisitions or developments is not available, in
      whole or in part, we intend to delay the implementation plan regarding our
      acquisitions or growth plans until sufficient investment capital becomes
      available. We cannot give any assurances that we will raise sufficient
      investment capital to meet the business plan. In addition to delays to the
      implementation plan regarding our acquisition or growth plans due to
      insufficiency of investment capital, we may suffer other consequences, including
      but not limited to the following: We may have to significantly alter the scope
      of our business plan and subsequent capital requirements; We may have to suspend
      or discontinue operations of one or more of our business lines or; we may have
      to suspend or discontinue operations of the Company if we become insolvent
      as a
      result.





Until
      planned acquisitions (current and future) and new business growth begin to
      produce significant revenues and subsequent positive cash flow, we may be
      reliant on capital received from private placements, loans, and the exercise
      of
      options and warrants. Due to the depressed market for our securities, we may
      not
      be able avoid dilution to current shareholders. In addition, we may have to
      retain certain management, staff and consultants, such as legal counsel, and
      may
      need to compensate these individuals through the issuance of our common stock
      as
      compensation. These stock based compensations may result in dilution to current
      shareholders due to the depressed market for our securities. We may also reduce
      or prevent collection of outstanding vendor debts and accounts with creditors,
      such as suppliers and consultants, which could result in litigation against
      the
      Company. There can be no guarantee that all of these negotiations will be
      successful and the outcome of these negotiations may include settlements in
      cash
      and/or issuance of common stock. These stock based settlements may result in
      dilution to current shareholders due to the depressed market for our securities.
      We may plan on meeting certain of our expenses through the issuance of our
      shares of common stock, which may cause additional and dilution to existing
      shareholders due to the depressed market for our securities.




ITEM
      7 -
      FINANCIAL STATEMENTS




The
      financial information required by this Item is attached hereto at the end
      of
      this report beginning on page F-1 and is hereby incorporated by reference.





ITEM
      8 -
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




None





ITEM
      8A -
      CONTROLS AND PROCEDURES




As
      of the
      end of the period covered by this report, the Company conducted an
      evaluation, under the supervision and with the participation of its principal executive
      officer and principal financial officer of the Company's disclosure controls
      and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
      Act). Based upon this evaluation, the Company's principal executive officer
      and principal financial officer concluded that the Company's disclosure controls
      and procedures are effective to ensure that information required to be disclosed
      by the Company in the reports that it files or submits under the Exchange
      Act is: (1) accumulated and communicated to the Company's management, including
      its principal executive officer and principal financial officer, as appropriate
      to allow timely decisions regarding required disclosure; and (2) recorded,
      processed, summarized and reported, within the time periods specified in
      the
      Commission's rules and forms. There was no change in the Company's internal
      controls or in other factors that could affect these controls during the
      Company's last fiscal quarter that has materially affected, or is
      reasonably likely
      to
      materially affect, the Company's internal control over financial reporting.





-19-


Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed our reports filed or submitted
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Securities and Exchange Commission's rules
      and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      in
      our reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





ITEM
      8B -
      OTHER INFORMATION




On
      May
      10, 2006 the Company declared a restricted common stock dividend of 10 for
      1 to
      all of its shareholders of record on May 10, 2006. The pay date of the
      restricted common stock dividend was May 12, 2006. The issuance of the dividend
      shares to our shareholders was exempt from registration under Section 3(a)
      (9)
      of the Securities Act of 1933.





Effective
      December 29, 2006, Corporate Stock Transfer, Inc. of 3200 Cherry Creek South
      Drive, Suite 430, Denver, Colorado 80209, was appointed as the Company's
      successor stock transfer agent. Concurrently, Executive Transfer was terminated
      effective December 29, 2006 as the Company’s stock transfer agent. As of the
      date of this report, Executive Transfer has failed to comply with its statutory
      duties as a terminated stock transfer agent, which has given rise to the
      Company’s recent filing of suit against Mr. Donnelly and Executive Transfer to
      compel them to perform all required duties for the transfer of our stock books
      and records to our new transfer agent.




This
      change in transfer agents, as authorized by the board of directors has been
      made
      in the best interests of the Company and its shareholders.





Subsequent
      to September 30, 2006 the Company entered into a Debt conversion agreement
      with
      a supplier of for conversion of outstanding debt in the amount of $217,000
      at a
      price/share of $0.909/share into 238,724 common shares.


-20-


**PART
      III**





ITEM
      9 -
      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT




Set
      forth
      below are the names, ages and business experience of the executive officers
      and
      directors of the Company. All information is as of September 30,
      2006.





**Name**
            **Age**
            **Offices
                Held**Gregory
                L. Bauer (1)
            45
            President,
                Chief Executive
              Officer,
                Acting Chief Financial Officer, DirectorGuriqbal
                Randhawa (1)
            33
            Director




(1)
                Directors were appointed to the Board on May 11,
                2006.





TERMS
      OF
      OFFICE





All
      executive officers provide services to the Company on a full-time basis. The
      above listed directors will serve until the next annual meeting of the
      shareholders or until their death, resignation, retirement, removal, or
      disqualification, or until their successors have been duly elected and
      qualified. Vacancies in the existing Board of Director are filled by majority
      vote of the remaining Directors. The officers serve at the will of the Board
      of
      Directors. There are no family relationships between any executive officer
      and
      director.





**Gregory
      Bauer**


**President,
      CEO, Acting CFO & Director**





Mr.
      Bauer
      has extensive experience in restructuring companies and has held a variety
      of
      senior positions with various entities in the telecom space, including the
      positions of COO of WebUsenet, President/CEO of WV Fiber, Executive Director
      of
      Sales at InterRoute, Executive VP of Corporate Development at QOS Networks.
      He
      also has significant experience internationally and as an entrepreneur. He
      joined Paivis in 2004.





**Bali
      Randhawa, CFA**


**Director**





Mr.
      Randhawa has nine years senior financial experience. He is currently President
      & CEO
      of
      Trivandrum Capital, which is engaged in venture development and other investment
      strategies. Prior to this he was a Senior Associate with Ziff Brothers
      Investments in New York and held various senior positions with Deloitte &
Touche.





-21-


SECTION
      16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





The
      following persons have failed to file, on a timely basis, the identified reports
      required by Section 16(a) of the Exchange Act during the most recent fiscal
      year:





**Name
                and principal position**
            **Number
                of late Reports**
            **Transactions
                not Timely Reported**
            **Known
                Failures to File a Required Form**Gregory
                L. Bauer
              CEO,
                President, Acting CFO and Director
            0
            0
            0Guriqbal
                Randhawa
              Director
            0
            0
            0





CODE
      OF
      ETHICS





The
      Company has adopted a Code of Ethics, a copy of which is included with this
      filing as Exhibit 14.1 by being incorporated by reference.




ITEM
      10 -
      EXECUTIVE COMPENSATION


The
      following table sets forth information concerning the total compensation
      the Company has paid or that has accrued on behalf of the Company's chief
      executive officer and other executive officers with annual compensation exceeding
      $100,000 during the fiscal years ending September 30, 2006, 2005 and 2004.


Annual
      Compensation Table





**Annual
                Compensation**
            
            **Long
                Term****Compensation****Name
                and Title**
            
            **Year**
            
            **Salary**
            
            
            
            **Bonus**
            
            **Options
                / SARs (#)**Gregory
                L. Bauer(3) President ,CEO,
            
            
            2004
            
            $
            55,240
            
            
            (1
            )
            $
            -
            
            
            0CFO
                and Director
            
            
            2005
            
            $
            179,918.88
            
            
            (1
            )
            $
            -
            
            
            -2006
            
            $
            203,543.83
            
            
            (1
            )
            $
            75,000
            
            
            -


(1)
      It is
      noted that the figures listed as "salary" do not include bonus amounts, if
      any,
      which are listed
      separately under the "bonus" column.





-22-


Options
      Grants


The
      Company made no grants of stock options during fiscal year ended September
      30, 2006 to the named executive officer.





Option
      Exercises in Last Fiscal Year


The
      named
      executive officer did not exercise any stock options during the fiscal
      year ended September 30, 2006.





Executive
      Employment Agreements


Gregory
      L. Bauer has an Management Services Memorandum that is in place until replaced
      by a final Employment Agreement.





Board
      Compensation


The
      Company does not have any formal or informal arrangements or agreements to
      compensate its directors for services they provide as members of the Company's
      Board of Directors.




Options/SAR
                Grants in Last Fiscal Year(Individual
                Grants)Number
                of
            Percent
                ofSecurities
            options/SARsUnderlying
            granted
            Exercise
                orOptions/SARs
            employees
                in
            base
                priceName
            Granted
                (#)
            fiscal
                year
            ($/Sh)
            Expiration
                dateGregory
                L. Bauer
            0
            n/a
            n/a
            n/aGuriqbal
                Randhawa
            0
            n/a
            n/a
            n/a




Shares
            
            Number
                of
            Value
                of unxercisedaquired
            
            unexercised
                options
            in-the-money
                optionson
            Value
            /SARs
                at FY-end (#)
            /SARs
                at FY-end($)exercise
            realized
            exercisable/
            exercisable/Name
            (#)
            ($)
            unexercisable
            unexercisableGregory
                L. Bauer
            0
            0
            0
                /
                0
            $0/$0Guriqbal
                Randhawa
            0
            0
            0
                /
                0
            $0/$0




-23-


ITEM
      11 -
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The
      following table sets forth, as of January 31, 2007, certain information
      regarding the beneficial ownership of the Company's common stock.




**Directors,
                Officers and 5% Stockholders**
            
            **Shares
                Beneficially Owned****Number**
            **Percent**Gregory
                L. Bauer
              #400
                - 3475 Lenox Road, Atlanta,GA, 30326
            
            1,000,000(1)
            3.27%Guriqbal
                Randhawa
              #400
                - 3475 Lenox Road, Atlanta,GA, 30326
            
            5,001,500
                (1)
            16.37%All
                Paivis directors and officers as a group (2) persons)
            
            6,001,500
                (1)
            19.64%(1)
                Includes shares issuable upon the conversion of Series B Preferred
                Shares,
                with the Conversion Rights of 2 Common Shares to 1 Preferred
                Share.




As
      of
      September 30, 2006, there were no compensation plans of the Company pursuant
      to which any of the Company's securities are issuable upon exercise of outstanding
      options, warrants or other rights and the Company did not have any compensation
      plan with securities remaining available for future issuance upon exercise
      of options, warrants or other rights.





ITEM
      12 -
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





As
      of
      September 30, 2006, Paivis owed a total of $60,600 to Paivis’s director directly
      or to companies controlled by Paivis’s Director Guriqbal Randhawa. Paivis is
      obligated to repay such loans as per terms of a Promissory Note dated September
      29, 2006. This debt carries a one time fixed fee of 10% and has a repayment
      term
      of one year from the date of September 29, 2006. This Promissory has no
      conversion terms.





As
      of
      September 30, 2006, Paivis owed a total of $26,657.10 to Paivis’s office and
      director directly or to companies controlled by Paivis’s Director Gregory L.
      Bauer. There are no specific repayment terms, no interest or fees due to Mr,
      Bauer and no convertible terms.




Except
      as
      set forth above, the Company has not entered into any transaction during
      the last two years and it has not proposed any transaction to which the Company
      was or is to be a party, in which any of the following persons had or is to
      have a
      direct or indirect material interest:




-
      Any
      director or executive officer of the Company;


-
      Any
      nominee for election as a director;


-
      Any
      security holder named in the "Security Ownership of Certain Beneficial Owners
      and Management" section above; and


-
      Any
      member of the immediate family (including spouse, parents, children, siblings,
      and in-laws) of any such person.





-24-


**PART
      IV**





ITEM
      13-
      EXHIBITS, FINANCIAL STATEMENT SCHEDULES.




Financial
      statements and financial statement schedules that have been omitted are
      not
      required.


(a)
      The
      following documents are filed as part of this report.


**Financial
                Statements**
            **Page**Report
                of Independent Registered Public Accounting Firm
            F-1Balance
                Sheets as of September 30, 2006 and 2005
            F-2Statements
                of Operations for the years endedSeptember
                30, 2006, 2005, and 2004
            F-3Statements
                of Changes in Stockholders' EquityFor
                the years ended September 30, 2006, 2005 and 2004.
            F-4Statements
                of Cash Flows for the years endedSeptember
                30, 2006, 2005 and 2004
            F-5Notes
                to Consolidated Financial Statements`
            F-6Schedule
                to Consolidated Financial Statements




(b)
      Exhibits


Exhibit
                  Number
              Description2.1
              Agreement
                  and Plan of Merger (incorporated by reference to the
                Company's
                  Form 8-K filed with the Securities and Exchange Commission on
                May
                  17, 2006)2.2
              Selling
                  Securityholder Stock Purchase Agreementfor Sale of APO Health subsidiary
                (incorporated
                  by reference to the Company's Form 8-K filed with the
                Securities
                  and Exchange Commission on May 17, 2006)3.1
              Restated
                  Articles of Incorporation (incorporated by reference to the
                Company's
                  Form 8-K filed with the Securities and Exchange Commission on
                October
                  12, 2001)3.2
              Certificate
                  of Amendment to Articles of Incorporation, changing name to
                Interfinancialcorp.com,
                  Inc. (Incorporated by reference to the Company's
                Form
                  8-K filed with the Securities and Exchange Commission on October
                  12,
                2001)3.3
              Certificate
                  of Amendment to Articles of Incorporation, changing name to
                  APO
                Health,
                  Inc. (Incorporated by reference to the Company's Form 8-K
                  filed
                with
                  the Securities and Exchange Commission on October 12,
                  2001)3.4
              By-laws
                  of the Company (Incorporated by reference to the Company's
                registration
                  statement on Form 10 (File No. 000-30074) filed with the
                Securities
                  and Exchange Commission on February 19, 1999)3.5
              Certificate
                  of Amendment to Articles of Incorporation, changing name to Paivis,
                  Corp.
                (Incorporated
                  by reference to the Company's Defintitve Information Statement
                  filed
                with
                  the Securities and Exchange Commission on April 17,
                  2006)10.1
              APO
                  Health, Inc. 2005 Professional/Consultant Compensation Plan
                  dated
                February
                  23, 2005 (Incorporated by reference to the Company's
                  registration
                statement
                  on Form S-8 (File No. 333-123141) filed with the Securities
                  and
                Exchange
                  Commission on March 4, 2005)10.2
              APO
                  Health, Inc. 2005(B) Professional/Consultant Compensation Plan
                  dated
                October
                  15, 2005 (Incorporated by reference to the Company's
                  registration
                statement
                  on Form S-8 (File No. 333-129249) filed with the Securities
                  and
                Exchange
                  Commission on October 26, 2005)10.3
              APO
                  Health, Inc. 2006 Professional/Consultant Compensation Plan
                  dated
                April
                  6, 2006 (Incorporated by reference to the Company's
                  registration
                statement
                  on Form S-8 (File No. 333-133057) filed with the Securities
                  and
                Exchange
                  Commission on April 6, 2006)10.4
              Management
                  Services Memorandum with Gregory L. Bauer dated May 15, 2006
                April
                  6, 2006 (Incorporated by reference to the Company's Form 8K filed
                with
                  the Securities and Exchange Commission on June 29,
                  2006)14.1
              Code
                  of Ethics and Business Conduct (Incorporated by reference to
                  the
                Company's
                  annual report on Form 10-K for the fiscal year ended
                  September
                30,
                  2004, filed with the Securities and Exchange Commission on December
                  28,
                  2004)21.1
              List
                  of Subsidiaries23.1
              Consent
                  of Jaspers + Hall, P.C., Certified Public Accountants31.1
              Certification
                  by Chief Executive Officer and Acting Chief
                  Financial
                Officer,
                  required by Rule 13a-14(a) or Rule 15d-14(a) of
                  the Exchange Act32.1
              Certification
                  by Chief Executive Officer and Acting Chief
                  Financial
                Officer,
                  required by Rule 13a-14(b) or Rule 15d-14(b) of
                  the Exchange Act
                and
                  Section 1350 of Chapter 63 of Title 18 of the United
                  States Code
  -25-


ITEM
      14 -
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit
      fees


The
      aggregate fees billed for professional services rendered by the Company's
      principal accountants for the audit of the Company's financial statements,
      for the reviews of the financial statements included in the Company's
      annual report on Form 10-K, and for other services normally provided in
      connection with statutory filings were $35,000 and $35,000 for the years ended
      September 30, 2006 and 2005, respectively.





All
      Other
      Fees


The
      Company did not incur any fees for other professional services rendered by
      its
      principal accountants during the years ended September 30, 2006 and
      2005.





Audit
      Committee Pre-Approval Policies and Procedures


The
      Board
      of Directors acts as the audit committee, and consults with respect
      to audit policy, choice of auditors, and approval of out of the ordinary financial
      transactions.


-26-


SIGNATURES




Pursuant
      to the requirements of Section 13 or 15(d) 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.Date:
              February 21, 2007
            By:
            /s/ Gregory
              L. BauerGregory
              L. BauerDirector,
                Chief Executive Officer, Acting
              Chief
                Financial Officer and Principal
              Accounting
                Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report
      has been signed below by the following persons on behalf of the registrant
      and in the capacities and on the dates indicated.


Date:
                February 21, 2007
              By:
              /s/ Gregory
                L. BauerGregory
                L. BauerChairman,
                  Chief Executive Officer,
                  Acting
                    Chief Financial Officer and
                  Principal
                    Accounting Officer




-27-











**PAIVIS,
      CORP.**


**(Formerly
      APO Health, Inc.)**








**CONSOLIDATED
      FINANCIAL STATEMENTS**








**SEPTEMBER,
      2006 AND 2005**


**(Stated
      in U.S. Dollars)**







***JASPERS
      + HALL, PC*** ****


**CERTIFIED
      PUBLIC ACCOUNTANTS**


9175
      E. Kenyon Avenue, Suite 100


Denver,
      CO 80237


303-796-0099




Report
      of Independent Registered Public Accounting Firm




To
      the Board of Directors and Stockholders of




Pavis,
      Corp.




We
      have audited the accompanying consolidated balance sheets of Pavis, Corp.
      (formerly APO Health, Inc.) as of September 30, 2006 and 2005, and the related
      consolidated statements of operations, stockholders' deficiency and cash flows
      for the years then ended. These financial statements are the responsibility
      of
      the Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.




In
      our opinion, the financial statements referred to above present fairly, in
      all
      material respects, the financial position of Pavis, Corp. (formerly APO Health,
      Inc.) as of September 30, 2006 and 2005, and the results of its operations
      and
      changes in stockholders' deficit and cash flows for the years then ended, in
      conformity with accounting principles generally accepted in the United States.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1 to the
      financial statements, the Company's recurring losses from operations and its
      difficulties in generating sufficient cash flow to meet its obligations and
      sustain its operations raise substantial doubt about its ability to continue
      as
      a going concern. Management's plans concerning these matters are also described
      in Note 1. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




/s/
      Jaspers + Hall, PC




Jaspers
      + Hall, PC




Denver,
      Colorado




February
      22, 2007





F-1-




**PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **CONSOLIDATED
        BALANCE SHEETS**
 **(Stated
        in U.S. Dollars)**


**SEPTEMBER
                30,**
            ********
            ****
            ****
            **2006**
            ****
            ****
            **2005****ASSETS****Current**Cash
            
            $
            88,678
            
            $
            5,660Goods
                and Services Tax recoverable
            
            
            7,453
            
            
            884Accounts
                Receivable
            
            
            407,034
            
            
            37,332Prepaid
                expense, advances and other
            
            
            28,009
            
            
            81,958531,174
            
            
            125,834Investments
            
            
            -
            
            
            50,000Capital
                Assets(Note 4, Note 6)
            
            
            100,961
            
            
            303,219Goodwill
            
            
            6,249,955
            
            
            2,095,075Minority
                Interest in Consolidatedsubsidiaries
            
            
            (7,147
            )
            
            501,277$
            6,874,943
            
            $
            3,075,405**LIABILITIES****Current**Accounts
                payable and accrued liabilities
            
            $
            4,960,011
            
            $
            3,756,426Loans
                and advances payable (Note 5)
            
            
            2,655,121
            
            
            1,762,5907,615,132
            
            
            5,519,016**STOCKHOLDERS’
                DEFICIENCY****Capital
                Stock**(Notes 8 and 9)Authorized:125,000,000
                common shares par value $0.0002 per share15,000,000
                preferred shares, par value $0.0001 per shareIssued
                and outstanding:30,558,352
                common shares at September 30, 2006 and 1,009,801 at September 30,
                2005
            
            
            6,112
            
            
            980792,592
                Series A preferred shares atSeptember
                30, 2006, Nil at September 30, 2005
            
            
            79
            
            
            -3,000,750
                Series B preferred shares at September 30, 2006; Nil at September
                30,
                2005
            
            
            300Jupiter
                Global Holdings Preferred Shares (eliminated upon Merger May 11,
                2006)Nil
                Series
                A preferred shares at September 30, 2006, 2 at September 30, 2005
            
            
            -
            
            
            -NilSeries
                B preferred shares at September 30, 2006; 80,060,000 at September
                30,
                2005
            
            
            -
            
            
            8,006Additional
                paid-in capital
            
            
            16,448,832
            
            
            10,607,535**Accumulated
                Deficit**
            
            
            (17,195,512
            )
            
            (13,060,132
            )(740,190
            )
            
            (2,443,611
            )$
            6,874,942
            
            $
            3,075,405





The
      accompanying notes are an integral part of these consolidated financial
      statements.


F-2-





**PAIVIS,
      CORP.**


**(Formerly
      APO Health, Inc.)**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(Stated
      in U.S. Dollars)**


**YEARS
                ENDED****SEPTEMBER
                30****2006**
            
            
            **2005****Revenue**Telecom
            
            $
            6,904,783
            
            $
            -Others
            
            $
            -
            
            $
            422,9826,904,783
            
            
            422,982Operating
                Cost
            
            $
            20,136
            
            $
            612,334Cost
                of Sales
            
            $
            6,746,835
            
            $
            9,802**Cost
                of Sales and Operating Costs**
            
            
            6,766,971
            
            
            622,136137,812
            
            
            (199,154
            )**Expenses**Administrative
                services
            
            
            67,078
            
            
            35,340Amortization&
                Depreciation
            
            
            212,639
            
            
            5,455Business
                development
            
            
            13,044
            
            
            41,194Consulting
            
            
            644,576
            
            
            815,786Debt
                Retirement Inducement Expense
            
            
            1,125,089
            
            
            829,590Equipment
                Leases
            
            
            329
            
            
            -Foreign
                Exchange
            
            
            (200,044
            )
            
            (100,031
            )Interest
                Expense
            
            
            245,773
            
            
            158,243Investor
                relations
            
            
            8,894
            
            
            18,885Marketing
            
            
            1,911
            
            
            5,285Media
                design
            
            
            9,700
            
            
            -Office,
                rent and sundry
            
            
            652,472
            
            
            563,112Professional
                fees
            
            
            453,081
            
            
            187,676Travel
            
            
            139,808
            
            
            64,936Wages
                and benefits
            
            
            848,842
            
            
            3,959,2184,223,192
            
            
            6,584,689**Net
                Loss For The Period**
            
            $
            4,085,380
            
            $
            6,783,844**Net
                Loss Per Share**,
                Basic and diluted
            
            $
            0.39
            
            $
            0.03**Weighted
                Average Number Of Common Shares Outstanding**
            
            
            10,553,405
            
            
            240,153,318







The
      accompanying notes are an integral part of these consolidated financial
      statements.


F-3-


**PAIVIS,
      CORP.**


**(Formerly
      APO Health, Inc.)**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(Stated
      in U.S. Dollars)**


**YEARS
                ENDED****SEPTEMBER 30****2006**
            ****
            ****
            **2005****Cash
                Flows From Operating Activities**Loss
                for the period from continuing operations
            
            $
            (4,085,380
            )
            $
            (6,783,844
            )**Adjustments
                To Reconcile Net Loss To Net Cash Used By Operating
                Activities**Amortization
                & Depreciation
            
            
            212,639
            
            
            5,455Debt
                Retirement Inducement Expense
            
            
            1,017,421
            
            
            829,590Shares
                Issued for Services
            
            
            337,680
            
            
            185,402Stock
                based Compensation
            
            
            -
            
            
            4,199,599Foreign
                Exchange Adjustments
            
            
            (200,044
            )
            
            (100,031
            )Net
                Changes in Working Capital Items:Goods
                and Services Tax recoverable
            
            
            (6,569
            )
            
            (13,090
            )Accounts
                Receivable
            
            
            (369,702
            )
            
            (1,069
            )Prepaid
                expense
            
            
            53,949
            
            
            (139,139
            )Inventory
            
            
            -
            
            
            (9,365
            )Accounts
                payable and accrued liabilities
            
            
            2,275,262
            
            
            279,651Other
                Adjustments
            
            
            (393,623
            )
            
            131,339(1,158,367
            )
            
            (1,415,502
            )**Cash
                Flows From Investing Activities**Investments
                in Venture Companies
            
            
            **-**
            
            
            (40,000
            )Advance
                to Target Acquisition Company
            
            
            **-**
            
            
            (90,000
            )**-**
            
            
            
            
            
            (130,000
            )**Cash
                Flows From Financing Activities**Shares
                issued for cash
            
            
            467,921
            
            
            1,303,692Loans
                and advances payable
            
            
            773,464
            
            
            352,229Other,
                Net
            
            
            -
            
            
            12,2621,241,385
            
            
            1,668,183**(Decrease)
                Increase In Cash**
            
            
            83,018
            
            
            122,681**Cash,
                Beginning Of Period**
            
            
            5,660
            
            
            (117,021
            )**Cash,
                (Bank Indebtedness) End Of Period**
            
            $
            88,678
            
            $
            5,660**Supplemental
                Disclosure of Non Cash Financing and Investing
                Activities**Shares
                issued for debt and services
            
            
            1,331,304
            
            
            235,788Shares
                issued for acquisition
            
            
            500,000
            
            
            -Convertible preferred
                shares issued for debt
            
            
            111,000
            
            
            20,000**Supplemental
                Disclosure Of Cash Paid For Financing and Investing
                Activities**Interest
                paid
            
            
            67,031
            
            
            22,250Income
                taxes paid
            
            
            **-**
            
            
            -





The
      accompanying notes are an integral part of these consolidated financial
      statements.


F-4-


**PAIVIS,
      CORP.**


**(Formerly
      APO Health, Inc.)**





**CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ DEFICIENCY**





**YEARS
      ENDED SEPTEMBER 30, 2006 AND 2005**


**(Stated
      in U.S. Dollars)**


**JUPITER
                    GLOBAL HOLDINGS CORP.****PREFERRED
                    STOCK Series A**
                
                **PREFERRED
                    STOCK Series B**
                
                **PREFERRED
                    STOCK Series A**
                
                **PREFERRED
                    STOCK Series B**
                
                **COMMON
                    STOCK**
                
                **ADDITIONAL**
                  **PAID-IN****SHARES**
                
                **AMOUNT**
                
                **SHARES**
                
                **AMOUNT**
                
                **SHARES**
                
                **AMOUNT**
                
                **SHARES**
                
                **AMOUNT**
                
                **SHARES**
                
                **AMOUNT**
                
                **CAPITAL**
                
                **DEFICIT**
                
                **TOTAL****Balance,
                    Sep 30, 2004**
                
                
                2
                
                $
                -
                
                
                60,000
                
                $
                6
                
                
                -
                
                $
                -
                
                
                -
                
                $
                -
                
                
                215
                
                $
                -
                
                $
                6,289,387
                
                $
                (6,276,288
                )
                $
                13,105Preferred
                    Stock Issued for Debt
                
                
                -
                
                
                -
                
                
                80,000,000
                
                
                8,000
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                12,000
                
                
                -
                
                
                20,000Shares
                    issued for debt
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                89,025
                
                
                18
                
                
                50,368
                
                
                -
                
                
                50,386Shares
                    issued for services
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                400,000
                
                
                80
                
                
                185,322
                
                
                -
                
                
                185,402Shares
                    issued for cash
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                4,410,402
                
                
                882
                
                
                1,302,810
                
                
                -
                
                
                1,303,693Stock
                    Compensation &
                  Debt
                    Retirement Inducement
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                2,767,647
                
                
                -
                
                
                2,767,647Additional
                    Shares issued
                  for
                    Stock Consolidation
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                1
                
                
                -
                
                
                -
                
                
                -
                
                
                -Loss
                    for the Period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (6,783,844
                )
                
                (6,783,844
                )**Balance,
                    Sep 30, 2005**
                
                
                2
                
                $
                -
                
                
                80,060,000
                
                $
                8,006
                
                
                -
                
                $
                -
                
                
                -
                
                $
                -
                
                
                4,899,642
                
                $
                980
                
                $
                10,607,535
                
                $
                (13,060,132
                )
                $
                (2,443,611
                )Preferred
                    Stock Issued for Debt
                
                
                -
                
                
                -
                
                
                120,000,000
                
                
                12,000
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                99,000
                
                
                -
                
                
                111,000Preferred
                    Stock Issued for Acquisition
                
                
                -
                
                
                -
                
                
                50,000,000
                
                
                5,000
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                495,000
                
                
                -
                
                
                500,000Shares
                    issued for debt
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                14,907,367
                
                
                2,981
                
                
                990,643
                
                
                -
                
                
                993,624Shares
                    issued for services
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                1,302,111
                
                
                260
                
                
                337,420
                
                
                -
                
                
                337,680Shares
                    issued for cash
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                2,019,422
                
                
                404
                
                
                467,270
                
                
                -
                
                
                467,674Stock
                    Compensation &
                  Debt
                    Retirement Inducement
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                -
                
                
                -
                
                
                
                
                
                -
                
                
                1,022,080
                
                
                -
                
                
                1,022,080Stock
                    Conversion From Common
                  to
                    Preferred Series A
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                1,008,561
                
                
                101
                
                
                -
                
                
                -
                
                
                (50,428
                )
                
                (10
                )
                
                (91
                )
                
                -
                
                
                -Stock
                    Conversion From Preferred Series A
                  to
                    Common Shares
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (215,969
                )
                
                (22
                )
                
                -
                
                
                -
                
                
                4,319,380
                
                
                864
                
                
                (842
                )
                
                -
                
                
                -Adjustments
                    resulting from Merger of
                  PAIVIS
                    Corp and Jupiter Global
                  Holdings
                    Corp. at May 11, 2006 ( Note 3)
                
                
                (2
                )
                
                -
                
                
                (250,060,000
                )
                
                (25,006
                )
                
                -
                
                
                -
                
                
                3,000,750
                
                
                300
                
                
                3,160,858
                
                
                632
                
                
                2,430,817
                
                
                -
                
                
                2,406,743Dividend
                    Declared - Stock in
                  Voxbox
                    World Telcom. Inc.
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (50,000
                )
                
                (50,000
                )Loss
                    for the Period
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (4,085,380
                )
                
                (4,085,380
                )**Balance,
                    Sep 30, 2006**
                
                
                -
                
                $
                -
                
                
                -
                
                $
                -
                
                
                792,592
                
                $
                79
                
                
                3,000,750
                
                $
                300
                
                
                30,558,352
                
                $
                6,112
                
                $
                16,448,832
                
                $
                (17,195,512
                )
                $
                (740,189
                )




The
      accompanying notes are an integral part of these consolidated financial
      statements.


F-5-


**PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **1.**  **NATURE
        OF OPERATIONS**
 
 Organization
 
 The
        Company was incorporated in the State of Nevada, U.S.A., on April 28, 1997.
        During the year ended September 30, 2006, the Company consolidated its issued
        and outstanding common shares on a 1 new share for 200 old share basis. The
        consolidation, otherwise known as a reverse stock split, happened as disclosed
        in Note 8.
 
 All
        common stock share amounts referred to in these consolidated financial
        statements have been adjusted to reflect the stock consolidation.
 
 Business
        Activities
 
 The
        Company’s business operations consist of telecommunications switching services.
        The Company is a facility-based wholesale telecommunications carrier that
        delivers many application/value-added services within the prepaid services
        space. The Company operates and maintains a robust switching facility, offering
        over 16,000 ports with connectivity to most of the tier 1 carriers in the
        US and
        manages an extensive international (A-Z) network.  In addition to the
        wholesale business, the Company maintains a large retail distribution network
        for direct to consumer services. The Company’s products are sold through
        approximately 3,000 retail outlets in the United States and our distribution
        is
        rapidly expanding. The Company’s interests in the telecom industry generated
        significant revenues during the year ended September 30, 2006.
 
 Going
        Concern
 
 Since
        inception, the Company has suffered recurring losses, net cash outflows from
        operations and, at September 30, 2006, has accumulated a deficit of $17,195,512
        and a working capital deficiency of $7,083,958. The Company expects to continue
        to incur substantial losses to continue the growth of its business. Since
        its
        inception, the Company has funded operations through common stock issuances
        and
        related party loans in order to meet its strategic objectives. Management
        believes that sufficient funding will be available to meet its business
        objectives, including anticipated cash needs for working capital, and is
        currently evaluating several financing options. However, there can be no
        assurance that the Company will be able to obtain sufficient funds to continue
        the business growth of and, if successful, to grow the sale of its products
        and
        services under development. As a result of the foregoing, there exists
        substantial doubt about the Company’s ability to continue as a going concern.
        These consolidated financial statements do not include any adjustments that
        might result if the Company is unable to realize its assets and settle its
        obligations in the normal course of business.
  F-6-
  
 **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **1.**  **NATURE
        OF OPERATIONS (continued)**
 
 The
        consolidated financial statements of the Company have been prepared in
        accordance with generally accepted accounting principles in the United States
        of
        America. Because a precise determination of many assets and liabilities is
        dependent upon future events, the preparation of consolidated financial
        statements for a period necessarily involves the use of estimates which have
        been made using careful judgment.
 
 The
        consolidated financial statements have, in management’s opinion, been properly
        prepared within reasonable limits of materiality and within the framework
        of the
        significant accounting policies summarized below:
 
 Consolidation
 
 These
        consolidated financial statements include the accounts of the Company, its
        100%
        owned subsidiaries, Jupiter Global Holdings Corp., MACRO Coumminications
        Inc.,
        Trucall Solutions Inc., RRUN Labs Incorporated, LIVESTAR Entertainment Canada
        Inc., 1615496 Ontario Ltd., 1614718 Ontario Inc., LIVESTAR Entertainment
        Establishment Ltd., LIVESTAR Entertainment Events International Inc., its
        67%
        owned subsidiary, RAHX, Inc., and its 51% owned subsidiary LIVE & Cool One,
        Inc..
 
 **2.**  **SIGNIFICANT ACCOUNTING POLICIES**
 
 a) Income
        Taxes
 
 The
        Company has adopted Statement of Financial Accounting Standards No. 109 -
        “Accounting for Income Taxes” (SFAS 109). This standard requires the use of an
        asset and liability approach for financial accounting and reporting on income
        taxes. If it is more likely than not that some portion or all of a deferred
        tax
        asset will not be realized, a valuation allowance is recognized.
 
 b)
              Amortization
 
 Capital
        assets are being amortized over their estimated useful lives on the
        straight-line basis at the following rates:
 
 Computer
                  equipment
              3
                  yearsTelecom
                  Equipment
              5
                  years
 
  F-7-
  
 **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **2.**  **SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 c)
              Stock
                  Based Compensation
 
 The
        Company accounts for stock based employee compensation arrangements in
        accordance with the provisions of the Statement of Financial Accounting
        Standards No. 123 - “Accounting for Stock Based Compensation” (SFAS No. 123).
        Under SFAS No.123, compensation expense is recognized based on the Fair Market
        Value of the options granted.
 
 d)
              Financial
                  Instruments
 
 The
        Company’s financial instruments consist of cash, accounts receivable, Goods and
        Services Tax recoverable, accounts payable and accrued liabilities, and loans
        and advances payable.
 
 Unless
        otherwise noted, it is management’s opinion that the Company is not exposed to
        significant interest or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximate their carrying
        values,
        unless otherwise noted.
 
 e)
              Net
                  Loss Per Share
 
 Basic
        earnings per share is computed by dividing income available to common
        shareholders by the weighted average number of common shares outstanding
        in the
        period. Diluted earnings per share takes into consideration common shares
        outstanding (computed under basic earnings per share) and potentially dilutive
        common stock equivalents including warrants, options and convertible
        instruments. Diluted loss per share equals loss per share as the exercise
        of any
        common stock equivalents would be anti-dilutive.
 
 f)
              Foreign
                  Currency Translation
 
 Transaction
        amounts denominated in foreign currencies are translated at exchange rates
        prevailing at transaction dates. Carrying values of monetary assets and
        liabilities are adjusted at each balance sheet date to reflect the exchange
        rate
        at that date. Non-monetary assets and liabilities are translated at the exchange
        rate on the original transaction date. Gains and losses from restatement
        of
        foreign currency monetary and non-monetary assets and liabilities are included
        in the statements of operations. Revenues and expenses are translated at
        the
        rates of exchange prevailing on the dates such items are recognized in the
        statements of operations.
  F-8-
  
 **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **2.**  **SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 g)
              Revenue
                  Recognition
 
 The
        Company recognizes revenue upon the sale and activation of a telephone calling
        card.
  **3.**  **MERGER
        ACTIVITY**
 
 On
        April
        21, 2006, PAIVIS, Corp. (f/k/a 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”). As per the Merger Agreement provided that upon
        the terms and subject to the conditions set forth in the Merger Agreement,
        APO
        Acquisition merged with and into Jupiter, with Jupiter being the surviving
        corporation and a wholly-owned subsidiary of APO. Historical financial
        statements presented are those of Jupiter Global Holdings
        Corp.
 
 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”).
  F-9-
  
 **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **3.**  **MERGER
        ACTIVITY (continued)**
 
 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 became a right to receive 0.46232085067036500 of a share of common
        stock of APO (the “Conversion Price”), and was automatically canceled and
        retired and cease to exist as of the Effective Time of the Merger.
  On
        May
        11, 2006, and pursuant to the consummation of the Merger Agreement, the
        Registrant began the process to 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 were 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.
 
 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.
 
 On
        May
        12, 2006, the Company 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 Company 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.
 
 The
        following table shows the combined and separate condensed balance sheet of
        the
        companies as at May 12, 2006, immediately prior to the sale of APO Health
        New
        York, and the merger with Jupiter.
 
 **Combined**
              
              **APO
                  New York**
              
              **PAIVIS
                  Corp.**Assets
              
              
              449,863
              
              
              449,863
              
              
              NilLiabilities
              
              
              991,
                  897
              
              
              839,884
              
              
              152,013Equity
              
              
              (542,034
              )
              
              (390,021
              )
              
              (152,013
              )Total
                  Liabilities and Equity
              
              
              449,863
              
              
              449,863
              
              
              nil
 
  F-10-
 
 **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **4.**
                **CAPITAL
                    ASSETS**
  **2006****ACCUMULATED**
                ****
                **NET
                    BOOK**
                ********
                ****
                **COST**
                ****
                **AMORTIZATION**
                ****
                **VALUE**Computer
                    equipment
                
                $
                18,016
                
                $
                16,299
                
                $
                1,717Telecom
                    equipment
                
                
                1,063,065
                
                
                963,821
                
                
                **99,244**$
                1,081,081
                
                $
                980,120
                
                $
                100,961
  **2005**************
                
                ********
                
                **ACCUMULATED**
                
                **NET
                    BOOK******
                
                ******COST**
                
                **AMORTIZATION**
                
                **VALUE**Computer
                    equipment
                
                $
                18,016
                
                $
                15,742
                
                $
                2,274Telecom
                    equipment
                
                
                1,063,065
                
                
                762,120
                
                
                **300,945**$
                1,081081
                
                
                777,862
                
                
                **303,219**
 
 At
          September 30, 2006 (September 30, 2005) the net book value of equipment
          serving
          as collateral for equipment and bank borrowings is $99,244
          ($311,553).
 **5.**  **LOANS
        AND ADVANCES**
 
 All
        loans
        and advances payable are past due or are repayable within one year, unsecured,
        not convertible into the Company stock. At the year ended 2006, loans and
        advances consisted of:
  **2006**
              
              **2005**Loans
                  & Advances-
                  past due
              
              $
              1,446,929
              
              $
              1,762,590-
                  due within one year
              
              
              1,208,192
              
              
              -Total
                  Loans & Advances Payable
              
              $
              2,655,121
              
              $
              1,762,590
 
 The
        past
        due loans and advances were issued in the years ended September 30, 2004,
        and
        the holders have not demanded payment.
  F-11-
 **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **5.**  **LOANS
        AND ADVANCES (continued)**
 
 Of
        the
        Loans and Advances, additional details have been listed below:
  **2006**
              
              **2005**Bears
                  no interest
              
              $
              418,565
              
              $
              171,860Bears
                  no interest, paid Loan fee of $134,832 in 2006 (2005 -
                  $24,307)
              
              
              1,536,862
              
              
              350,034Bears
                  an interest rate of 8 %
              
              
              112,953
              
              
              104,953Bears
                  an interest rate of 5%
              
              
              115,049
              
              
              110,005Bears
                  an interest rate 8.796%
              
              
              471,692
              
              
              1,025,738Total
                  Loan & Advances Payable
              
              $
              2,655,121
              
              $
              1,762,590
  **6.**  **OBLIGATIONS
        UNDER CAPITAL LEASES**
 
 Included
        within Loans & Advances Payable is equipment under capital leases
        at September 30, 2006 and 2005 as follows:
  **2006**
              
              **2005**Cost
              
              $
              212,179
              
              $
              923,572Less
                  Accumulated Depreciation
              
              
              (137,920
              )
              
              (652,742
              )Net
                  Book Value
              
              $
              74,259
              
              
              270,830
 
 **7.**  **CONTINGENCIES**
 
 **Litigation**
 
 The
        Company is in settlement negotiations with a telecom carrier who has filed
        proceedings for delinquent payments. Amounts payable to this vendor have
        been
        recorded in accounts payable as of September 30, 2006 and 2005. Management
        believes the ultimate disposition of these matters will not have a material
        adverse impact on the operations or financial condition of the Company.
 
 The
        Company is a defendant in a lawsuit filed by a former service provider.
        Management believes the claim is without merit and that any potential judgement
        against the Company will not have a material adverse impact on the operations
        or
        financial condition of the Company. Accordingly no additional liability has
        been
        accrued.
 
  F-12-
 
 **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **8.**  **CAPITAL
        STOCK**
 
 On
        May 9,
        2006, the Company amended its articles of incorporation to increase its
        authorized common stock from 125,000,000 to 25,000,000,000 shares, and to
        add
        15,000,000 authorized preferred shares. On August 4, 2006 the Company completed
        a common stock consolidation that included a consolidation of its authorized
        common stock, thereby reducing the authorized common stock to 125,000,000
        shares.
 
 During
        the year ended September 30, 2006, the Company completed a common stock
        consolidation of 200 shares for 1 share on August 4, 2006. All references
        to
        common shares and per share amounts in these Financial Statements have been
        adjusted to reflect the effect of these consolidated stock consolidations.
  **9.**  **CONVERTIBLE
        PREFERRED STOCK**
 
 On
        May 9,
        2006, the Company amended its articles of incorporation to authorize
        25,000,000,000 shares of common stock and 15,000,000 shares of preferred
        stock.
        On August 4, 2006 the Company completed a common stock consolidation that
        included a consolidation of its authorized common stock, thereby reducing
        the
        authorized common stock to 125,000,000 shares.
 
 a)
              On
                  July 10, 2006, the Company issued 1,008,561 Series A convertible
                  preferred
                  stock in exchange for 10,085,614 shares of common stock.
 
 Series
        A
        preferred stock have a Conversion & Voting Rights of 20 Common Shares for 1
        preferred share and anti-dilution rights regarding any stock consolidation.
 
 b)
              On
                  July 10, 2006, the Company issued 3,000,750 Series B convertible
                  preferred
                  stock to two of its directors for the exchange of 200,060,000 shares
                  of
                  Series B Stock and 50,000,000 shares of Series C stock of its subsidiary
                  Jupiter Global Holdings, Corp. Series C preferred stock has a Conversion
                  Right of 2 common share for 1 preferred share. Series B convertible
                  preferred stock has Voting Right of 100 common shares for 1 preferred
                  share and anti-dilution rights regarding any stock consolidation.
 
 Dividends
        shall be paid with respect to shares of the Series A and Series B convertible
        preferred stock only as dividends are paid with respect to the shares of
        common
        stock of the corporation. Shares of Series A and Series B convertible preferred
        stock shall only receive dividends to which they would be entitled if they
        were
        converted into shares of common stock immediately prior to the payment of
        the
        dividend.
 
  F-13-
 
 **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **9.**  **CONVERTIBLE
        PREFERRED STOCK (continued)**
 
 
 As
        a
        result of the issuance of the 3,000,750 Series B preferred shares to two
        directors of the Company, the directors hold voting rights of the equivalent
        of
        300,075,000 common shares which as at September 30, 2006 represents 93% of
        total
        shareholder votes available.
 
 **10.**  **WARRANTS
        OUTSTANDING**
 
 As
        at
        September 30, 2006, share purchase warrants were outstanding for the purchase
        of
        common shares as follows:
 
 **NUMBER****OF
                  SHARES**
              **PRICE****PER
                  SHARE**
              **EXPIRY
                  DATE**2,250,000
              $ 
                  1.50
              June
                  1, 2009200,000
              $ 
                  1.50
              June
                  1, 20092,450,000
 
 A
        summary
        of the changes in shares which may be purchased on exercise of warrants for
        the
        year ended September 30, 2006 is presented below:
   **NUMBER**
                **OF**
                **SHARES**
              
              **WEIGHTED**
                **AVERAGE**
                **EXERCISE
                  PRICE**Balance,
                  September 30, 2005
              
              
              nilGranted
              
              
              2,450,000
              
              $
              1.50Balance,
                  September 30, 2006
              
              
              2,450,000
              
              $
              1.50
 
 At
        September 30, 2006 a total of 2 warrants remain issued and outstanding, and
        underlie the shares listed in the table above.
 
  F-14-
  **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 **11.**  **STOCK
        BASED COMPENSATION**
 
 On
        April
        6, 2006, the Board of Directors approved the 2006 Professional/Consultant
        Stock
        Compensation Plan, for the issue to professionals and consultants up to 37,500
        shares of common stock for fees for services performed or to be performed.
        Pursuant to the plan, 37,500 shares have been issued for services and no
        more
        shares remain available for issuance under the plan at September 30,
        2006.
 
 **12.**  **RELATED
        PARTY TRANSACTIONS**
 
 a)
              Included
                  in accounts payable at September 30, 2006 is $667,666 (2005 - $558,096)
                  owing to directors or companies controlled by
                  directors.
 
 b)
              Included
                  in loans and advances payable at September 30, 2006 is $93,283
                  (2005 -
                  $291,168) owing to directors or companies controlled by
                  directors.
 
 c)
              During
                  the year ended September 30, 2006, the Company incurred $320,001
                  (2005-
                  $215,000) in consulting fees with directors or companies controlled
                  by
                  directors.
 
 d)
              During
                  the year ended September 30, 2006, the Company incurred $53,951
                  (2005 -
                  $51,969) in administration, and office expenses with companies
                  controlled
                  by directors.
 
  **13.**
              **INCOME
                  TAXES**
 
 A
        reconciliation of income taxes at statutory rates with the reported taxes
        is as
        follows:
 
 **2006**
              
              **2005**Statutory
                  rate
              
              
              **34**
              **%**
              
              34
              %Provision
                  for income taxes based on statutory rate
              
              $
              (1,389,000
              )
              $
              (2,307,000
              )Non-deductibles
              
              
              **-**
              
              
              -Income
                  tax recovery
              
              
              (1,389,000
              )
              $
              (2,307,000
              )Unrecognized
                  benefit of operating loss carry forwards
              
              
              1,389,000
              
              
              2,307,000Income
                  tax recovery
              
              $
              -
              
              $
              --
 
 Significant
        components of the Company’s future tax assets based on statutory tax rates are
        as follows:
 
 **2006**
              
              **2005**Future
                  tax assetsLoss
                  carryforwards
              
              $
              5,060,000
              
              $
              3,671,000Valuation
                  allowance
              
              
              (5,060,000
              )
              
              (3,671,000
              )$
              0
              
              $
              0
 
 The
        Company has approximately $14,882,000 (2005 - $10,797,000) of operating loss
        carryforwards which expire beginning in 2022.
 
 The
        Company has provided a valuation allowance against its deferred tax assets
        given
        that it is more likely than not that these benefits will not be
        realized.
 
  F-15-
  **PAIVIS,
        CORP.**
 **(Formerly
        APO Health, Inc.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **SEPTEMBER
        30, 2006 AND 2005**
 **(Stated
        in U.S. Dollars)**
 
 
 **14.**  **BUSINESS
        SEGMENTS**
 
 The
        Company currently operates in a single business segment, “Telephone
        Communications”, in a single geographic area, North America.
 
 **15.**  **SUBSEQUENT
        EVENTS**
 
 a)  Subsequent
        to September 30, 2006, the Company approved the issuance of 5,000 common
        shares
        at $2.00 per share as additional consideration for a Lender to provide a
        loan to
        the Company.
 
 b)  Subsequent
        to September 30, 2006, the Company approved the issuance of 238,724 common
        shares at $0.909 per share for the reduction of debt from carrier services
        provider in the amount of $ 217,000.
 
 
 F-16-