Reading about the Woozle effect....
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Great news! The merger is done! Well, almost. The filings have still to be sent.
I knew APII was worthless; I was pretty sure CWS was, too. Merger just confirms it.
GLTA
As the poster of the stickie, it is not bogus. It is based on VERIFIABLE information accessible to anyone here through the link provided to the Florida SOS page.
IF, as you claim, the merger filings show up on the SOS sites of NV and NY this week, THEN it will be outdated.
Until then, it stays.
Oh, please. Don't buy WAFR on my DD.
LOLOLOLOL.
(Though you might want to actually look at the links I post BEFORE you invest!)
WhAtFoR!!
Maria
Yes, the merger between Corewafer Industries and APII Florida is done. See
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=xTm7qY7HlPXs5CzG%252b4xk7A%253d%253d&CorpName=COREWAFER+INDUSTRIES%2c+INC.
and
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=F13942&inq_came_from=NAMFWD&cor_web_names_seq_number=0001&names_name_ind=&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=ACTIONPRODUCTSINTERNATIONAL&names_filing_type=
The merger between Core Wafer Systems and APII New York is NOT done. See
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=mPNtocezN2IgrUdgxQeKkA%253d%253d&CorpName=CORE+WAFER+SYSTEMS%2c+INC.
and
http://appext9.dos.state.ny.us/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
If you haven't yet read it, I suggest reading the Merger Agreement between APII and Core Wafer Systems. You don't have to read all 30 pages. Start with the first paragraph, then read paragraphs 1.1 and 1.2. You may also want to take a look at paragraph 9.1 (d) (ii).
http://www.otcmarkets.com/financialReportViewer?symbol=WAFR&id=78810
or here, if you prefer, publish date April 19, 2012
http://www.otcmarkets.com/stock/WAFR/filings
Up 50% with a 100 share trade!
Hosting a dinner party, no doubt.
A "stupid oversight" that Roger has 'only' committed 6 out of 8 years.
Is this like that "stupid oversight" of Teresa's, when she left the 738 MILLION free-trading shares in the "template" she used to produce WAFR's Q?
Or is it like the "stupid oversight" of Gary Polistena's, when he dissolved the parent company, APII Florida, after signing the merger agreement?
"The selection of [auditor's name] concludes a thorough selection process, which the company conducted as part of its effort to select an auditor..."
I'm still wondering what the other part is...perhaps actually hiring an auditor?
Merged: APII (Florida) and Corewafer Industries.
Not merged: Corewafer Industries and Core Wafer Systems.
CEO: incompetent - signs a merger agreement and then dissolves the company.
25 words. I'll have to save "sheesh" for another day!
GLTY
APII HAS NOT MERGED WITH CORE WAFER SYSTEMS
The only merger that has occurred is the one between APII, registered in Florida, and Corewafer Industries, registered in Nevada.
Corewafer Industries was a new entity created April 26, 2012 in Nevada. APII's symbol finally changed around the end of May. WAFR's PR of May 30, 2012 states, "As part of the name and symbol change from APII to WAFR, COREwafer Industries has relocated its corporate registration from the state of Florida to the state of Nevada, resulting in long term benefits to the corporation." This wasn't ACTUALLY done until June.
On June 20, 2012, Gary filed merger papers in Nevada, merging APII Florida and Corewafer Industries. Gary tried to file merger papers in Florida the same day.
Problem was, he'd filed on May 1, 2012 to dissolve APII Florida, effective July 27, 2012. According to the letter in the Merger filing, it didn't matter to the Secretary of State in Florida that it hadn't taken effect yet. Gary couldn't merge a company slated for dissolution. Quote: "Both corporations merging must be active." One can only wonder why, with all the lawyers and consultants on hand to draft the merger agreement, Gary did not know HOW to do something he claimed in a PR to have already done, but there it is…
On June 21, 2012, Gary filed a "Revocation of Dissolution" in Florida.
On June 22, 2012, Gary filed "Articles of Merger" in Florida which CLEARLY show that the merger was between Corewafer Industries and Action Products International. Gary signed, of course, for BOTH entities.
There is NO evidence that Core Wafer Systems has merged with anyone. The Annual filing was, as it usually is, LATE, but apparently Roger coughed up another $75 late fee.
Unlike Nevada, Florida is an open book: http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=F13942&inq_came_from=NAMFWD&cor_web_names_seq_number=0001&names_name_ind=&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=ACTIONPRODUCTSINTERNATIONAL&names_filing_type=
Be sure to scroll down to the Document Images. The top and latest document is titled "6/22/2012 - Merger." You will have to download the pdf to view it in its entirety.
Speaking of speculation, there has been no evidence posted here to confirm that the entity with which Corewafer Industries merged was Core Wafer Systems.
Until someone else is willing to invest $12 to get the filings from the SOS of NV, I'm going to have to go with the information provided FREE and online from the SOS of Florida.
Not to mention WAFR's own statement in their May 20th PR: "As part of the name and symbol change from APII to WAFR, COREwafer Industries has relocated its corporate registration from the state of Florida to the state of Nevada, resulting in long term benefits to the corporation."
I think I can already see the long term benefits to the corporation if shareholders have to spend more $ to get information than to buy 400 shares of the stock.
TJG, repectfully, you do realize that quote about CWS being in default forever is what you wrote yesterday as part of your proof that the merger was done?
And now that Core Wafer Systems is "active," you seem to be saying that THAT is proof that the merger is done. Nevermind the fact that CWS has been late in filing 6 of the past 8 years!
I can't keep up with you!
Exciting Times Ahead! so said Corewafer on Sept. 21 on FB.
Nigh on a month and two PRs later, the merger between the stock formerly known as Action Products International and Core Wafer Systems has NOT been completed, the lawsuit between Sandia Technologies and Core Wafer Systems has NOT been dismissed, an auditor has only been hired if the word selected has some entirely new meaning, and whatever revenue CWS may or may not be generating, there have been no PRs about it.
Exciting Times Indeed!
Good point, doggone. It's altogether too easy to conflate Core Wafer Systems and Corewafer Industries.
In fact, one might almost think that was intentional.
Just talk, JustStartingOut. There is no news.
There is only the flotsam of this shipwreck still endangering your boat. I suggest you "load" it elsewhere.
IMO.
Yes, definitely believe that, based on absolutely NO evidence.
Jim Wheeler, hardly at work:
http://www.3escorp.com/www.mamasdirect.com/
I especially like the "Lorem ipsum Dolor" parts. LOL
APII HAS NOT MERGED WITH CORE WAFER SYSTEMS
The only merger that has occurred is the one between APII, registered in Florida, and Corewafer Industries, registered in Nevada.
Corewafer Industries was a new entity created April 26, 2012 in Nevada. This was probably part of the FINRA name and symbol change. The symbol finally changed around the end of May.
Problem was the 200,000,000 shares in APII were not transferred to this new entity. I don't know what the authorities would call that, but I'm pretty sure it's not a good thing.
On June 20,2012, Gary filed merger papers in Nevada, merging APII Florida and Corewafer Industries. Gary tried to file merger papers in Florida the same day.
Problem was, he'd filed on May 1, 2012 to dissolve APII Florida, effective July 27, 2012. According to the letter in the Merger filing, it didn't matter to the Secretary of State in Florida that it hadn't taken effect yet. Gary couldn't merge a company slated for dissolution. Quote: "Both corporations merging must be active."
On June 21, 2012, Gary filed a "Revocation of Dissolution" in Florida. This pulled APII out of limbo.
On June 22, 2012, Gary filed "Articles of Merger" in Florida which CLEARLY show that the merger was between Corewafer Industries and Action Products International. Gary signed, of course, for BOTH entities. Corewafer Industries assumed all that was APIIs. The terms of the merger state "the shareholders will have their shares exchanged by CoreWafer Industries, Inc. and its transfer agent at an exchange rate of 1-for-1."
The good news - with that action, your precious shares were officially, though belatedly, transferred from Action Products International to Corewafer Industries. Gary probably avoided the feds.
The bad news - Core Wafer Systems remains a separate, UNMERGED, entity according to the Nevada Secretary of State, just as doggone reported yesterday. Its registration is currently in default.
Unlike Nevada, Florida is an open book, so if you don't believe me, go here: http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=F13942&inq_came_from=NAMFWD&cor_web_names_seq_number=0001&names_name_ind=&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=ACTIONPRODUCTSINTERNATIONAL&names_filing_type=
Be sure to scroll down to the Document Images. The top and latest document is titled "6/22/2012 - Merger." You will have to download the pdf to view it in its entirety.
According to the Merger Agreement, which was signed in April and no longer binding as of the end of May, Core Wafer Systems was to merge with APII NY, which is the subsidiary of APII/WAFR. APII NY would cease to exist and CWS would survive as the subsidiary of APII Florida. APII NY is still active and CWS is in default, which is no surprise since it was in default 6 of the past 8 years!
Oops, my bad. Q3 isn't due until November 15th.
I guess I can't be right about everything.
Oh yeah, about the 16 of October? Q3 Due.
And, of course, not delivered.
Doggone, I surely hope that you haven't wasted 12 clams. I can be frank because no one listens to me anyway, but I'm afraid I shall be coy because that's just my nature.
Before I reveal to you why you don't need to get the docs from the NV SOS, with "proof that all here can verify very easily," I have to point out that...ahem, today is the 16th... the 16th of October...you know what that means?
With whom did Corewafer Industries merge and on what date did they file "articles of incorporation, initial list and merge in documents"?
And, TJG, why does Core Wafer Systems, also registered in Nevada, not also indicate a merger?
Do I understand correctly that you have proof the merger is completed that "all here can verify very easily," but for which you need permission to post?
I can't wait.
Teresa McWilliams says,
"we are just guessing at what this stock is worth."
Oh, you betcha!
"the positive information flow" - you mean wishful thinking?
Oh! Oh! Pick me! Pick me!
I can answer this. Corewafer Industries was registered in Nevada on April 26, 2012. There are only three actions listed, the last being a "merge in" on June 20, 2012. At the same time, APII dissolved its registration in Florida. The online filing information does not specify with whom Corewafer Industries merged, but presumably it was with APII Florida, the parent APII.
The new name and symbol were approved by FINRA and that is why the stock is now traded under "WAFR." (Rhymes with laugher)
Meanwhile the ACTUAL merger of APII and Core Wafer Systems has not yet happened. The merger becomes effective when the filings are made in New York and Nevada merging APII NY, the subsidiary, with CWS, which is registered in Nevada. Core Wafer Systems will continue to exist as the subsidiary of APII or rather Corewafer Industries. That is, if the merger happens at all.
It's all part of the deluxe shell game service here.
NEWS WAFR: COREwafer appoints auditor, taking next step toward $10M funding
Let's take another look at this.
1. "The selection of Salberg & Company concludes a thorough selection process, which the company conducted as part of its effort to select an auditor..."the selection concludes a thorough selection process" that was "part of its effort to select"???
That's a whole lot of selecting, but what's missing? Any words like employ, engage, recruit, appoint, take on, sign up, enroll, commission, enlist, contract. No where in the PR does it say that they've actually hired Salberg & Company.
Now, if I wanted to make the best use of such a PR, I'd make sure that the auditors appeared on the Company Info page at OTCMarkets when the PR came out. I'd want to be on the list of Salberg's clients on OTCMarkets, too. However, if you haven't actually hired the auditor, it could be bad to list them on OTCMarkets. On the other, announcing only that you've "selected" them? Select just means "to carefully choose."
It's like someone taking you for a ride in their beater car and explaining that they've selected their new car when you know they have no job and no money.
2. "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."
Corewafer "believes" that this auditor will have adequate time to prepare these financials. That's nice. Does Salberg & Company believe that? Does Salberg even know they've been "selected"?
3. "We have gone to great lengths to secure all of the past corporate history, documentation, and financial data that Salberg & Company will require." More interesting phrasing. It's not "We have gone to great lengths to secure all of...[yada,yada]...that Salberg & Company requires," which would imply some agency on Salberg's part; no, it's "will require," which is like telling someone to take proof of address with them when they want to get a library card because the library "will require" it. The library knows diddly about this plan and has no involvement in it, but it sounds good, doesn't it? Almost makes you believe.
And I'm still wondering what the other part of APII/WAFR's "effort to select an auditor" is. Maybe actually hiring an auditor?
This PR is meaningless. That, or it's just very badly written. I think it's both.
Thanks for explaining "eroneous type mischievous agendas."
No worries,p. I get no compensation for my activities here.
I'm just a gal who got interested when PAPA's pps plummeted. When I took a close look at the PRs, the "Mama's Direct Executive Summary," the filings with OTCMarkets, the use of copyrighted materials that did not belong to PAPA, etc, it became obvious almost immediately that, as little as I knew about pink stocks, Papa Bello Enterprises was a twisted joke. I often find amusement here, but it isn't really funny - it's criminal.
I feel truly sorry for people who have been bilked of their hard-earned money. I post to warn others away, should they take advantage of Ihub, BEFORE they invest.
I believe, though I have no proof, that shareholders paid for some good times at the World Series of Poker that they themselves did not enjoy. It's sad when you lose money gambling and you don't even get the pleasure of the game.
What is even sadder is that PAPA will undoubtedly return with some new scam, some new vision of glory, and sucker a whole new crop of investors. Who knows? I may still be here, chipping at the chinks, letting the light in. At the very least, maybe someone somewhere will today google "Jim Wheeler scam" and this very post will prevent them from writing that check.
Unless the SEC finally shuts Jimbo down. A gal can hope.