Reading about the Woozle effect....
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disagree. someone here wants to be privating my...oh, never mind
'S okay! The most interesting posts here are those that can be read in more than one way!
Biggest mental workout I get is when BFF and I exchange messages in lolspeak - allays endz in turibel headachage!
Ahhh, you just need some commas, dude. Here. Merry Xmas!
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,and ,.
Don't spend them all in one place!
I didn't know you had a pussy, KS!
Well, what do folks expect when so much of the discussion is about loading the boat, missing the bus, going to the moon, and holding the bags?
Just today I read something about following the Green Cabbage! Is that where the Leprechauns now keep da gold? Hey! Aren't Leprechauns short?
Shocking!
How true.
Hey, yous guys are still here and still Da-Lairious!
Are you aware there are.Fortune 100 companies using this ?
Perhaps they are using the software. The unanswered question is: are they buying it?
Based on sales of $195,000 for 2012, I suspect not so much.
If a company's sales are 1/10 of what they were two years prior and that company is now involved in a reverse merger* with a pink shell** and has no employees, unless you count the salesman "on contract," one can only wonder what management decisions have been made along the way. Pro forma revenue projection for 2012 was $14 million and reported income is only $195,000, give or take a few more thousands.
Earning ONE PERCENT of what you projected is some pretty poor performance. IMO.
* Merger not necessarily effective, based on the lack of filing in NY.
** APII/WAFR claims it's not a shell and that may be true; however, there is no evidence that NEEL is operating in any capacity, and well, the merger with CWS may just be a fiction, too. What does APII/WAFR do, other than sell shares?
profitability was down since most of the money went into R&D
I disagree. Profitability was down because CWS sales in 2012 were 1/10 of their sales in 2010. Why?
I got all my questions answered..thank goodness....
That's nice. I just have more questions. For example, why no income figures for 2012 in the latest MANAGEMENT DISCUSSION & UPDATE? Sure, the year is not QUITE over, and maybe they haven't calculated taxes, etc, but surely they know what they've sold?
Oh, wait. Supposedly, they DO know, because they've already published it - $195,000 or thereabouts.
If another column for 2012 is added to the table and the $195,000 or whatever is entered, then the statement below would read:
CWS has maintained profitability since inception through aggressive cost management and a lean sales staff. Corporate profitability suffered in 2010 and 2011 [AND 2012] due directly to the channeling of all available funds to R&D.
WAFr had a plan laid out beginning of the year. How did THAT plan go and why should the latest plan produce better results?
CWS appears to have fewer employees, no apparent place of business, product that isn't ready to deliver according to WAFr's own statements - heck, they don't even have the instruments they need to produce the goods.
In fact, the MANAGEMENT DISCUSSION & UPDATE states:
An influx of approximately $1,000,000 into CWS will finalize the creation of our fabrication- testing unit [whatever THAT is] and will fund three additional resources [whatever THOSE are] to complete the programming necessary for newly manufactured Agilent hardware. Our ability to finalize new releases of our software is contingent upon our ability to purchase a new prober for our prober/tester and other materials to finalize test plans.
The latest MANAGEMENT DISCUSSION & UPDATE is yet another Cut and Paste Job, raising more questions than it answers.
Best example:
From the MANAGEMENT DISCUSSION & UPDATE posted today:
In 2009, Core Wafer Systems, Inc. and SEMATECH announced that they had partnered to develop Deep Submicron Reliability Test Solutions for next-generation semiconductor technologies. In the 24 months since this original announcement, CWS has been deeply involved with the Front End Processes (FEP) program and has completed development of WARp, an Expert System, which is a tool set to perform submicron reliability tests. This Expert System assists engineers in the evaluation of manufacturing processes and the devices being manufactured, while revolutionizing the way in which this evaluation is performed and analyzed.
NEW YORK, Jan. 6, 2012 /PRNewswire/ -- Action Products International, Inc. (OTC Pink: APII) and Core Wafer Systems, Inc. are announcing it has received almost $4M in 2012 contracts for PDQ-WARp and PDQ-WLR product lines within its semiconductor business unit.
In 2009, Core Wafer Systems, Inc. and SEMATECH announced that they had partnered to develop Deep Submicron Reliability Test Solutions for next-generation semiconductor technologies. In the 24 months since this original announcement, CWS has been deeply involved with the Front End Processes (FEP) program and has completed development of WARp, an Expert System, which is a tool set to perform submicron reliability tests. This Expert System assists engineers in the evaluation of manufacturing processes and the devices being manufactured, while revolutionizing the way in which this evaluation is performed and analyzed.
PDQ-WARp is scheduled to be shown to the marketplace at the International Conference on Microelectronic Test Structures (ICMTS) on March 19-22, 2012 and at International Reliability Physics Symposium (IRPS) April 15-19, 2012. PDQ-WARp will start shipping in June 22, 2012.
"PDQ-WARP - Prioritize customer requests into work queue for development in Q4 2012 and Q1 2013;"
Hey, SANTA, WAFR's posted its wish list: $1 million and a prober! You can put that on the sleigh, right?
Now if you can just figure out who's chimney to drop it down…
Thanks,
Virginia
PAPA getting 52 mil in financing now LMAO !!!
Me, too. I would have loved to sit on the Liquor & Beer Licensing Board in October when Jimbo "explained this is a publically-traded company and no one holds more than 5% of the business stock. Mr. Wheeler further stated he has 100% control over the direction of the company."
How does THAT work? No one holds more than 5% and yet he is 100% in control?
"He stated he initially funded the public company"
Oh, really? Jim funded it, all by hisself, and yet NO ONE owns more than 5%. How did that happen?
"and is now in the process of closing on a $52.5 million common financing loan for the public company."
Okay, what's the bank? What's the private lender's name? Who can we call to confirm this "$52.5 million common financing loan"?
"Also, the landowner at this location (101 S. Main Street) established a $500,000 line of credit to open this establishment."
Uh-huh, does this half million line of credit appear on the PUBLIC company's latest Q?
"Mr. Wheeler stated this entity will be supported by the parent company as well."
What do you mean, "support"? What form will this support take?
NEEL must be getting another paper route.
What contracts?
PAPA is a class act in this regard.
Typical of pink scams : give hints as to all the wonderful stuff about to happen, suggest that you've talked to the CFO or CEO or whoever and can hardly contain your excitement. All very intriguing, all very hush-hush, all very "Neener-neener, I know something you don't so you should believe in me and invest in this piece of…" Whoops, almost said it.
But never, ever provide any information that can be verified.
Unless you count PRs, which are bought and paid for by the penny stock creators/promoters and the Qs, ALL of which are full of nonsense if an investor chooses to do a little digging.
In PAPA's case, just read the annual report for 2011, posted in March on OTCMarkets, and note that Jimbo claimed there were fifteen Papa Bello Pizza's "currently" in operation, but not one of the listed locations in Walmarts had been in operation for at least a year prior.
Ask yourself, "Why would he lie about THAT?!?"
Dude seems to be a compulsive fabricator, and he's very good at it apparently, because a lot of people have lost a lot of money believing his taradiddles.
The point is: DON'T TALK TO THE CEOs OF THESE SCAMS. WHAT DO YOU THINK THEY'RE GOING TO TELL YOU?
(And you might not want to listen to the folks who claim to have talked to the CEO because that just might be true! LOL)
the funding is about to close
Right. $52.5 million.
No collateral.
No evidence of a business.
A business plan lifted straight off the internets with absurd revenue projections.
If Jim Wheeler is really getting this funding, it is either from a very rich and very stupid person or from a bank that will soon be in the headlines as a bank failure.
unless of course this is not the same Jim Wheeler...thank you, dlc..as always..you know how to make me laugh
$52.5 million common financing loan per Jim Wheeler himself before the Pueblo Liquor & Beer Licensing Board, Oct 17, 2012, unless, of course, there is another Jim Wheeler associated with another Papa Bello Enterprises:
Regarding the question of whether or not there were any silent partners or financial backers not disclosed in the application, Mr. Wheeler explained this is a publically-traded company and no one holds more than 5% of the business stock. Mr. Wheeler further stated he has 100% control over the direction of the company. He stated he initially funded the public company and is now in the process of closing on a $52.5 million common financing loan for the public company. Also, the landowner at this location (101 S. Main Street) established a $500,000 line of credit to open this establishment. Mr. Wheeler stated this entity will be supported by the parent company as well.
upgrades are an on going process when your dealing with soft ware
Yeah, the funny (not) thing about THIS software is that these upgrades were supposedly ready to sell at the beginning of the year, at least if the PRs were to be believed.
Now, CWS needs $1.3 million to finish them. All of them.
The good news, though, is that with ONE subcontracted developer they prolly don't need a server at all, in a closet or anywhere else. LOL
Perhaps someone who regularly communicates with the company can fill us in on what THOMAS P. STAFFORD, LIEUTENANT GENERAL, USAF (RET.) NASA ASTRONAUT (FORMER) and Chairman of the Board of COREwafer Industries is doing to promote Core Wafer Systems products?
Anyone?
(Psst...do you think the General knows that the merger is NOT effective and the upgrades are NOT finished?)
in fact the companies using their product and the way in which they do..it doesn't require much of a sales force at all!
But, but, but the Nov 7, 2012 PR (you know, the one about the FABULOUSO AGS financing!) said:
Increase sales staff and pre-sales consulting efforts targeting close to 80% of deals where budgetary quotes were issued in 2012
Next week same as last week;
Next year same as last year.
WAFR just displaying the typical penny cycle, which is actually a spiral....around and down... around and down...around and down.
AP-i-yi!! now WAFR!, Rhymes with Laugher
Maria, who wonders how ONE developer, a subcontractor no less, will write that $100"+" million code...hope he/she doesn't get carpal tunnel syndrome...
And where is General Thomas P. Stafford??
Remember those 10 -15 employees? Well, Core Wafer Systems has ONE software developer working as a sub-contractor, according to NEW information on the FB page:
Currently, the operations chief is working in Waseca, MN; the sales professional is operating out of his home in Golden Colorado, and the software developer is located in Albuquerque, NM.
We have other professionals available to assist in the software development effort located in CA as well whom will be engaged after we are funded.
Funding is now in place for Core Wafer Systems to finish their new software
The Second Agreement with AGS Capital Group states:
Section 2.2(a) (iii) in no event shall the number of Advance shares issuable to the Investor pursuant to an Advance cause the aggregate number of share of Common stock beneficially owned by the Investor and its affiliates to meet or exceed ten(10%) percent of the then outstanding Common Stock (the "Ownership Limitation") (as of the date of the Agreement, Investor and its affiliates held six point seven (6.7%)percent of the outstanding Common Stock)
Dang, I forgot to add Allen Silberstein, CEO of AGS Capital Group, to that list.
AGS, according to the Agreement posted on Nov 9, 2012, is already a beneficial owner, holding 6.7% of the OS Common Stock at the time of the agreement.
According to the agreement, the maximum number of shares that can be issued to AGS is 10%. Let's hope they have sold a few shares, because the math says:
10% minus 6.7% = 3.3%
The OS is (maybe) 36,173,656
3.3% of the OS = 1,193,731
And when you think about it, 1,193,731 times .015 equals $17,905.
Only $1,282,094 of the $1.3 million needed to complete the software to take WAFR to da moon!
Who cares if there's a merger?
but is it not a 'no brainer' that it will be completed?
No, I don't think it is. The facts are simple: An agreement, signed by the representatives of APII and Core Wafer Systems, required that a specific action be taken to make the merger effective.
APII/WAFR stated that the action, the filing of the Certificate of Merger with the NY DOS, was about to take place and then stated that it had taken place. Then, APII/WAFR posted a filing on OTCMarkets which appeared to "prove" the action had been taken.
However, according to the NY DOS --- the one disinterested source in the story, the one party who has NOTHING to gain or lose whether there is a merger or not --- according to the NY DOS, NO Certificate of Merger has been filed.
If it was going to happen, it would have. The question is why maintain the fiction? What is the real relationship between APII/WAFR and CWS? What are the real agreements between Gary Polistena, Ele Kauderer, Theresa McWilliams, General Thomas P. Stafford, Louis De Ancona, Roger Goetz, Greg Miller and the rest of the WAFR Board of Directors?
The Core Wafer Systems/Action Products International merger is NOT completed.
The APII/WAFR Merger Agreement of April 19, 2012 states that the merger is effective when a Certificate of Merger is filed in NY.
http://www.otcmarkets.com/financialReportViewer?symbol=WAFR&id=78810
This was NOT changed per the amendment to the agreement published Nov 20, 2012:
http://www.otcmarkets.com/financialReportViewer?symbol=WAFR&id=95022
On Oct 22, 2012 WAFR PR stated:
COREwafer Industries, Inc. (OTC Pink: WAFR) reports that the merger filings, related to the acquisition of Core Wafer Systems, Inc., a technology leader in semiconductor testing, will be sent to the State of Nevada and the State of New York, respectively, this week.
COREwafer Industries, Inc. (OTC Pink: WAFR) reports that the merger filings, related to the acquisition of Core Wafer Systems, Inc., a technology leader in semiconductor testing, have been sent to the State of Nevada and the State of New York.
"The answer to your question is Yes. If a New York corporation merges into a foreign corporation, it must file a certificate of merger pursuant to Section 907 of the Business Corporation Law with the NYS Department of State. Upon the filing of the certificate of merger by the NYS Department of State, the record relating to the New York corporation will indicate Inactive - Merged Out.
No certificate of merger has been filed by ACTION PRODUCTS INTERNATIONAL, INC. ACTION PRODUCTS INTERNATIONAL, INC. is listed as an active domestic corporation. You are respectfully referred to Section 907(f) of the Business Corporation Law which provides that upon the filing of the certificate of merger by the NYS Department of State (or a subsequent date as stated in the certificate of merger) the merger shall be effected."
Jim Wheeler will launch just as soon as he gets that $52.5 million "common financing loan."
Right.
Jim just borrows without permission, apparently.
Oh, so only some of these scams were run by Jim Wheeeeeler.
And the APII/WAFR tide turns once again.
My theory is that the embarrassing truth may be that Action Products International in New York is not, in actuality, a subsidiary, as has been claimed. I believe that Gary made a half-assed attempt to move APII to NY, aborted the move, and then neglected to dissolve APII in NY, leaving a mirror version of APII Florida, not a true subsidiary. The consultants thought they could just use APII NY as the empty subsidiary for the typical "reverse triangular merger" (see link below) - except, if APII NY isn't a subsidiary, they can't file the Certificate of Merger. Oops.
According to the corporate website http://www.apii.com/investors.html
In 2010, the company temporarily relocated the corporate office to New York
According to the NY DOS:
No certificate of merger has been filed by ACTION PRODUCTS INTERNATIONAL, INC. ACTION PRODUCTS INTERNATIONAL, INC. is listed as an active domestic corporation. You are respectfully referred to Section 907(f) of the Business Corporation Law which provides that upon the filing of the certificate of merger by the NYS Department of State (or a subsequent date as stated in the certificate of merger) the merger shall be effected.
doggone and I are most definitely NOT the same person.
Frankly, I don't care whether WAFR files in NY.
However, they said they must, they said they would, they said they did, then they filed "proof" that they had.
And NOW it only matters that they filed in Nevada?
I revise my earlier assessment: they are liars, idiots, AND complete incompetents.
The merger agreement says they have to file in NY and says that the contract is governed by the laws of NY. Furthermore, the amendment to the merger agreement made NO changes to that part of the contract and said that all parts of the merger agreement not amended remained in effect.
It DOES matter. NO merger.
If it does not matter that NY reports no filing of the merger, then why on earth did WAFR management post a filing on OTCMarkets that includes both a copy of a Certificate of Merger for Action Products in NY and a screenshot of a USPS tracking number to Albany, NY, presumably for that filing? If they didn't file it, why did they post it as though they had filed?
http://www.otcmarkets.com/financialReportViewer?symbol=WAFR&id=95395
Also according to the NV merger filing included in that document, Core Wafer Systems did NOT merge with COREwafer Industries, but with Action Products International, NY. Two companies cannot both "merge in" with each other; the two NV screenshots for Core Wafer and Corewafer Industries both show "merge in" and are four MONTHS apart. In fact, COREwafer Industries' "Merge In" reflects its merger with Action Products International in Florida, a fact very easily verified with the Florida DOS.
Furthermore, why did WAFR state in the "Discussion and Analysis" that
CWS merged with the wholly owned subsidiary of the Issuer, Action Products International, Inc., a New York corporation
There is NO merger with Action Products International, Inc. in NY.
This is the response that I just received from the Division of Corporations in NY:
The answer to your question is Yes. If a New York corporation merges into a foreign corporation, it must file a certificate of merger pursuant to Section 907 of the Business Corporation Law with the NYS Department of State. Upon the filing of the certificate of merger by the NYS Department of State, the record relating to the New York corporation will indicate Inactive - Merged Out.
No certificate of merger has been filed by ACTION PRODUCTS INTERNATIONAL, INC. ACTION PRODUCTS INTERNATIONAL, INC. is listed as an active domestic corporation. You are respectfully referred to Section 907(f) of the Business Corporation Law which provides that upon the filing of the certificate of merger by the NYS Department of State (or a subsequent date as stated in the certificate of merger) the merger shall be effected.
We hope you find this information helpful.
Sincerely,
Division of Corporations