Reading about the Woozle effect....
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If I look up WAFR filings on OTCMarkets and download the April 19, 2012 Supplemental Information - Company Enters Into Material Contract and if I actually READ that contract, I will find this:
THIS MERGER AGREEMENT (the "Agreement") is made and entered into on April 10, 2012, by and among ACTION PRODUCTS INTERNATIONAL. INC., a Florida corporation ("APII"), ACTION PRODUCTS INTERNATIONAL INC. a New York corporation, which is a wholly-owned subsidiary of APII ("Merger Corp."), and CORE WAFER SYSTEMS. INC., a Nevada corporation (the "Company").
"At the Effective Time…, the separate legal existence of Merger Corp. shall cease and the Company shall be the surviving corporation in the Merger…and shall continue…under the name "Core Wafer Systems, Inc."
The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of New York and the filing of the Articles of Merger with the Secretary of State of the State of Nevada.
NEW YORK, Oct.. 25, 2012 /PRNewswire/ -- 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.
Action Products International is STILL active in NY.
http://appext9.dos.ny.gov/corp_public/CORPSEARCH.ENTITY_INFORMATION?p_nameid=4122929&p_corpid=4121668&p_entity_name=action%20products%20international&p_name_type=A&p_search_type=BEGINS&p_srch_results_page=0
The Action Products International which merged with Corewafer Industries was registered in Florida.
Florida, btw, got it right:
"Corewafter"
Rhymes with Laughter!
I think "forward" is used in that paragraph, as it often is in business correspondence, in the sense of "transmit," i.e., deliver, mail, fax, etc.
However, it you are correct, then it is reassuring to know that the employees of the NY Department of State in Manhattan can look on the DOS website to find out where to "forward" correspondence to Albany.
I repeat
Certificates of Merger Domestic and Foreign Corporations
Sections 901 and 904-a of the Business Corporation Law permit the merger or consolidation of business corporations with other business corporations and/or other business entities.
Certificates of Merger pursuant to Sections 904, 904-a, 905, or 907 of the Business Corporation Law may be drafted by the filer by following the requirements of the appropriate section of law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.
The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
"with the NY SOS still closed its very easy to throw stones when one knows they cant be refuted for a few more days"
Refute away, folks:
NY DOS, Albany
Division of Corporations
(518) 473-2492
Exactly my point.
I think it's a shame that every state isn't like Florida where a person can download the filings and have a look at them. Probably why APII/WAFR reincorporated in NV.
Now, hold your horses, there, Kaiser Soze. CWS has done their part in NV:
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=mPNtocezN2IgrUdgxQeKkA%253d%253d&CorpName=CORE+WAFER+SYSTEMS%2c+INC.
Of course, it doesn't take much to file in NV:
http://nvsos.gov/index.aspx?page=545 (Select Merger/Exchange, top of right column)
Filing in NY is quite a bit more complicated. You actually have to draft the dang Certificate yourself. Like, according to the laws of NY:
Certificates of Merger Domestic and Foreign Corporations
Sections 901 and 904-a of the Business Corporation Law permit the merger or consolidation of business corporations with other business corporations and/or other business entities.
Certificates of Merger pursuant to Sections 904, 904-a, 905, or 907 of the Business Corporation Law may be drafted by the filer by following the requirements of the appropriate section of law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.
The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Division of Corporations is in Albany and is open. All business filings are done there.
Per my conversation with DOS Albany a few minutes ago, there is no acceptance or rejection of a merger for Action Products International, Inc. There is only the initial filing (July, 2011) on record.
Yes, NYC office is closed. Doesn't matter.
Perhaps you can explain why the two pink current stocks listed on OTCMarkets as clients of Salberg & Co have NO audited financials.
Best give up, iambadbert. I've already covered this ground without much traction. LOL.
To wit (or the lack thereof)
"The selection of Salberg & Company concludes a thorough selection process, which the company conducted as part of its effort to select an auditor with optimal skills that would match Corewafer's needs as a growth company."
They didn't actually say they'd hired Salberg & Co.
Sure you do if you put out a PR three days earlier that says the filings will be sent! How else will investors know?
FINRA fee for a Voluntary Symbol Request Change? $500
http://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=1&ved=0CCEQFjAA&url=http%3A%2F%2Fwww.sec.gov%2Frules%2Fsro%2Ffinra%2F2010%2F34-62434.pdf&ei=cY2RUP_jEuzAyQHD1YHYBQ&usg=AFQjCNGucyU8HWrWjf4PPxIJDUl2EZ6JsA page 9
It was such an investment of time and money that Gary didn't actually merge APII into Corewafer Industries until a month after the name change. Ha!
"While Knight Capital is curtailing activities at its New Jersey headquarters, the company is continuing to handle trades from the floor of the New York Stock Exchange. Knight is asking institutional equity sales, trading and market-making clients routing to its Jersey City systems to route their orders away."
Oct 31, 2012
http://www.foxbusiness.com/industries/2012/10/31/knight-capital-shuts-nj-trading-due-to-power-troubles/
I want to see any proof WAFR is NOT a scam.
No one can dispute the fact that the merger filing has not yet shown up in NY, nor can they offer any evidence that the filing has actually been made. If anyone has called NY DOS as I have, twice last week and yesterday, they aren't sayin'.
Just sayin'.
No one has offered any evidence that NEEL is operating, not even a line from the Q1 or Q2 balance sheets. Instead, NEEL is now dismissed as "it's pre-WAFR; it don't matter." The current CEO, Gary Polistena, acquired a non-functioning trucking company, and it doesn't matter? What does that predict for Core Wafer Systems?
Ah, well...onward.
No one has offered any explanation why or even registered surprise that WAFR, or rather APII Florida, owns another trucking company that Gary and Theresa have failed to mention at all.
No one has shown proof of any contracts. Oh, wait, wasn't there a PR about $120,000 in consulting fees?
Knock me over with a feather.
Claims of S-1 filing and uplifting this quarter have been made, but the Oct 1 PR indicates no such until 2013. Of course, PRs can't always be believed. Maybe something will happen in advance.
Yeah, like that's EVER happened before. LOL.
Astonishing, really, how much attention one sentence of mine has been given and how little attention all these other issues have failed to elicit.
And today or mañana or next week, IF the promised PR's materialize, there still won't be a verifiable FACT in sight, on the horizon, or out in space...and it still won't matter...
Or will it?
Read the merger agreement. APII Florida, which is now Corewafer Industries, has a subsidiary named Action Products International, registered in NY.
It is the subsidiary which merges with Core Wafer Systems.
The filing may have been submitted - the DOS representatives could not tell me that over the phone - but if so, it has neither been accepted nor rejected.
When the merger is complete, Action Products International in NY will become Inactive.
(And, Calrod, if you don't believe me, ask yourself this: Why does Gary Polistena have another Action Products International registered in NY? Also, why else would they PR about "filing in NY"? There is no Corewafer Industries registered in NY.)
"COREwafer believes that Salberg & Company will have adequate time to prepare audited financials for the two years ended December 31, 2012, during the first fiscal quarter of 2013."
From Oct 1 PR.
I don't see an S-1 on the horizon until Q2 2013, much less uplisting.
Sorry about the name mistake, trading.jeff. My bad.
As for
If it was on the floor, how was it given commands, by lying on one's stomach??
Since the desktop computer put into service as a server was in my house, allow me to answer that for you, TJG.
First, it was an HP box. It was placed on an upside down scrap of carpet on the floor. Carpet scrap and computer were pushed into the closet. It was plugged into an outlet just outside the closet, which was hot - y'all were right about that - and connected to the internets (plural intended - that's what all the kewl kids call it) by ethernet.
I'm glad y'all are amused and you're all correct - it was lame. An HP box put into service as a server to connect the half dozen or so developers of the "$50 million intellectual property" of the "profitable since 2001" CWS with a dying fan that was shoved - or if you prefer - slid into a closet to muffle the noise it made.
It was less amusing a year later.
Oh, my! I just figured out why NEEL was bought!
To promote the sale of shares and maybe boost the share price!!
(Insert face palm.)
NOW, I get it. It doesn't matter whether NEEL is "bringing positive cash flow into the company and improves our balance sheet" (Gary Polistena) nor does it matter whether NEEL (or NEX Global USA, APII's "other" trucking company) are even operating!
How could I be so dense?
I think it is CWS's best interest to keep testing in house because of the technology they have and a controlled environment.
The Agilent test equipment wouldn't, but the software, which is the CWS product, would fit in your glove compartment. Or in your pocket on a thumb drive.
Are you happy to see me or is that ASUR-SDR in your pocket?
(BTW, the copyright on that brochure is 2008!)
I am beginning to think that some investors simply do not understand what Core Wafer Systems sells.
It doesn't take a company truck to transport a CD and a software key, especially when the manufacturers are overseas.
Since the FMCSA report doesn't show a DBA name:
http://li-public.fmcsa.dot.gov/LIVIEW/pkg_carrquery.prc_carrlist?n_dotno=1754957&s_prefix=MC&n_docketno=&s_legalname=&s_dbaname=&s_state=
and since I have no idea what such a name would be and since it was Calrod who actually suggested that NEEL might be doing business under a different name, I see no reason why I should write to the DOT, even if I am the person who suggested that the DOT might be interested if were true that NEEL is operating under a different name.
I can't even imagine what the repercussions would be for simply asking a question of a government agency.
In the meantime, I notice that you do not indicate where in the Q2 any revenue from NEEL (or the mysterious NEX Global USA!) is revealed. Hmmm...
Nor do you address the issue of why NEX Global USA isn't even mentioned in the Q2. Hmmm...
Oh, and in case there's any question about the date of the above, this is a screen shot of the bottom of the same page:
"This we know is incorrect because the Q1 and Q2 showed profits from the trucking company that is "not operating" according to the DOT web site."
Are you sure? Suggest you read the Q's very carefully. I see no indications that NEEL brought in any money.
What I do see is this:
On March 26, 2010 the Company’s wholly owned subsidiary, Northeast Expedite Logistics, LLC (NEEL) entered into a Promissory Note (Note 3) for various cash advances received from a related party totaling $114,200 with interest at the rate of 20%. The Company disputes the validity of the amounts claimed and therefore; as of June 30, 2012 the Company had not made any payments.
On May 30, 2012, the Company issued 515,000 shares of Series B preferred stock in connection with the acquisition of Northeast Expedite Logistics, LLC (NEEL).
Logistics & Transportation: Northeast Expedite Logistics, LLC (“NEEL”) is a provider of global logistics services operating which includes a domestic service center and exclusive and non-exclusive agents. The Company’s customers include retail and wholesale, electronics, and manufacturing companies around the world. With industrial production increasing year-over-year, the shortage of qualified drivers and trusted shipping partners is apparent in mid-markets for local deliveries. As the economy improves, orders for delivery and logistics increase. We provide foundational shipping and coordination services between suppliers and destination businesses and warehouses, and we operate efficiently through cloud based tracking and E- logistics.
We have financed our operations primarily through cash generated from the sale of our stock and loans to the Company.
Total sales for the six months ended June 30, 2012 were $224,520
In a Jan 4, 2012 PR, Papa Bello Enterprises announced the acquisition of "Mama's Direct" and made these claims:
"Mama's Direct has been founded by a partnership of industry experts. The company is registered as a Nevada corporation."
"Mama's Direct has contractual agreements in place with Pueblo Italian Market of Pueblo Colorado to manufacturer and fulfill a complete line of private label products using their patented cooking process that utilizes our patented Pasti Perfetto Water Oven."
"We look forward to developing the brand and its distribution network."
Okay, that's about what I determined from a web search. On what do you base any connection to Corewafer Industries - especially to a subsidiary trucking company, NEX Global USA, that is not active according to the DOT, not insured, and which is registered in Florida?
And why, if the NEX in NEX Global USA has anything to do with NEX, the Navy Exchange, did Gary neglect to tell shareholders in the Q2 about APII's or rather Corewafer Industries, other trucking company?
What do you mean by "the Navy exchange" and on what do you base that belief?
With these available funds, we can build additional trucking capacity for Northeast Expedite Logistics
Why I am not an investor in the penny stocks, esp WAFR:
Continually questioning what you are reading...priceless!
Aziz Ahmad was previously listed on the board in PRs and is now an "advisor" as is Ele Kauderer. Greg Miller of CWS is not listed, nor is the very mysterious Martin Jensen ("owner of a private equity firm. He also acts as a board member at the Danish American Chamber of Commerce and holds a senior--level position within a large telecommunications company.")
The General is listed, but curiously the General was NOT listed in the Nevada Initial list. Greg Miller is on the initial list; Aziz and Mr. Jensen are not.
Frankly, I can never tell if the information available means anything or is just sloppy.
It was never an attack on the merger. I want the merger to happen.
I did question reports that the merger was complete, as until this week, there has been no VERIFIABLE evidence that the merger was happening. (PRs do NOT count.)
And speaking of verification, I just called the DOS in NY and the merger has neither been accepted nor rejected. It is impossible to learn if it has, in fact, even been filed.
Until the merger is accepted in NY, the merger still is NOT effective according to the terms of the merger agreement.
It would appear WAFR has lost a few board members...hmmm...
https://www.dropbox.com/s/y2ki34yzc9dsnwy/2012_TEAR_SHEET_.pdf
They've also produced the most badly written document yet. LOL.
(Psst...I hope no one in the semiconductor industry sees this one - might be hard on their credibility.)
Why don't you PM me with specific information and I will look into it?
Go WAFR. Ha!
Nobody shorts these stocks!
Sheesh!