Reading about the Woozle effect....
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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 have begun to draft our Form S-1 and will formally file the document upon completion and acceptance of the audit. Declaration of effectiveness of the Form S-1 by the Securities and Exchange Commission, will allow WAFR to draw upon the $10M in equity financing that we previously announced. With these available funds, we can build additional trucking capacity for Northeast Expedite Logistics and increase sales operations within Core Wafer Systems, domestically and internationally.
"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.
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.
This is from a "case study" available on the "Services" page of the Aero Financial (i.e., Jim Price) website:
Ultimately, it was decided that a management change was required and Aero CEO Jim Price stepped in as interim CEO from 2009-2011. In that time, PAPA has cleaned up its balance sheet and exited from its original business model of franchise development and into a diversified holding company, now being called PB Enterprises. In late 2011, Papa Bello sold off its existing restaurant interests and acquired several media and retail products companies. The company acquired Blow Me Away Media, Limited Edition Ink, and Mamas Direct. In addition, Mr. Price was succeeded by full time CEO Jim Wheeler and the company is rapidly developing and deploying its new business model.
Seems reasonable that if Salberg & Company have been publicly referenced in a WAFR PR as the "selected" auditors, they would be willing to confirm this.
It isn't their first pink stock after all. If you look at the link I posted earlier on OTCMarkets, they represent pink stocks of all varieties: one is current, one has a yield sign, one a stop sign, and one is flying the skull and cross bones!
Yup, I think they know exactly what they're dealing with - if they ARE dealing with it - and should be more than pleased to confirm it.
By the by, I was looking at the Merger Agreement, now that it is six months old and still not effective.
Article IX, Termination, reads:
"This Agreement may be terminated at any time prior to the Closing: (9.1)
"(d) By either the Company, on the one hand, or APII and Merger Corp., on the other hand, if: ... (ii) the Closing has not occurred on or prior to May 30, 2012 for any reason (including, without limitation, the failure of any of the conditions to obligations of the parties set forth in Article VII to have occurred), other than delay or nonperformance of the party seeking such termination."
So, I have to wonder, is this Agreement even still in effect?
"getting an accounting firm"? Reread the PR.
They've only "selected" an accounting firm. The WAFR "Company Info" page on OTCMarkets does not list an accountant and as I posted earlier, Salberg & Company does not list WAFR among its stocks on OTCMarkets either.
"well there is no pizza that was when Price owned Papa Bello Public Shell company"
The amusing part of all this is that Jimbo certified that there were fifteen Papa Bello Pizza Restaurants currently operating in the December, 2011 financial statement. There were NO PB Pizza restaurants still in business at the end of 2011 and quite possibly NONE were operating at any time during 2011. The fifteen restaurants mysteriously and inexplicably disappeared with no mention of them again in the Q1 or Q2.
The Q2 explicitly stated that PBE was OUT of the restaurant business; however, there were those unexplained influxes of capital and loan money in the second quarter, as well as the registrations of PBE in Colorado in June and the liquor license transfer application going back to about then.
All of which is to say: if you own shares of PAPA, you don't know what you own, and quite possibly neither does Jim Wheeler.
If, and that's a big IF, PBE owns a restaurant, how much does one restaurant in Pueblo, CO have to earn to matter? Well, let's see. If it can net $10,000 a month, that would be $10,000/200,000,000 shares = 0.00005/share/month.
.00005 X 12 months = .0006 per share. If you owned ALL 200 Million shares that would total $120,000 for a year.
Oh, yeah, baby, that IS good news!
Salberg & Company's list of clients on OTCMarkets:
http://www.otcmarkets.com/service-provider/Salberg-&-Company-P.A.?id=372
No WAFR there.
Yes, YOU should definitely buy more PAPA stock, Phil, based on my DD.
LOL
I'm not worried about my credibility, Phil. All I've ever done is point out the gaps in available, VERIFIABLE information about this stock.
Others have claimed there's a merger; there's no proof.
Others have claimed amazing revenues; there's no proof of contracts.
Others have claimed that General Stafford is the hard-working COB; there is no proof that he is doing or has done anything of benefit.
Maybe the proof will come; maybe it won't.
We're all still waiting - 6 months in my case, more in others.
Except they went out of their way to set up PBE in Colorado. This is from my post #11724 in July:
A "Brenda A Pace" of 22 Verdosa Drive, Pueblo, CO 81005 registered a "BAP Enterprises, LLC" with the Colorado Secretary of State on 1/17/12.
With BAP Enterprises acting as agent and with Ms. Pace's signature, Papa Bello Enterprises, Inc. registered as a foreign corporation with the Colorado Secretary of State on 6/14/12. The principal office address given was 101 S Main St Ste 200, Pueblo, CO 81003. Curiously, on the "Statement of Foreign Entity Authority" the address given for BAP Enterprises is also 101 S Main St Ste 200, Pueblo, CO, although Ms. Pace still lists her address at 22 Verdosa Drive.
Another registration was also filed on 6/14/12 in Colorado for "Rosario's at the Riverwalk." Observe:
Rosario's was registered by Papa Bello Enterprises. Unfortunately, the google map image available is from 2007, but I have learned that 101 S. Main St is the Waterfront Building. This from June 23, 2012:
www.chieftain.com/business/local/waterfront-site-eyes-restaurant/article_71312154-bcd9-11e1-90d0-001a4bcf887a.html
and this:
http://www.travelpueblo.org/waterfront.html
No mention whatsoever in the Q2 of a restaurant. In fact, the Q2 would have lead you to believe that Papa Bello Enterprises in OUT of the restaurant business and doing R&D on developing appliances for Mama's Direct. $69,000 worth of R&D as a matter of fact.
What if that $69,000 (oh, and the $250,000 capital and the $250,000 loan) is REALLY going to this reincarnation of Rosario's?
Not that developing SOMETHING would be a bad thing necessarily, but why the misdirection? Mama's Direct is not registered in Nevada as claimed in January's PR. Mama's Direct is not registered as a trademark as reported in the Q2. But, dang, if there isn't yet another Jim Wheeler enterprise out there potentially sucking the life out of investors.
Really? Good news?
Restaurants have a high failure rate. There are three Italian restaurants in the same area according to information available online. And, most importantly, the Q3 shows additional capital input and a loan by a related party (if I remember correctly) of $500,000. THAT investment will be the first paid off.
But no worries. Jim will simply up the "Goodwill" value of PBE and all will be well for investors.
Yeah, right.
If you're not in this POS, STAY OUT! (You'll thank me later.)
BTW, regarding this:
NEW HOTEL & RESTAURANT LIQUOR LICENSE– PAPA BELLO ENTERPRISES, INC. D/B/A ROSARIO’S AT THE RIVERWALK, 101 S. MAIN STREET, UNITS 200 & 201
It's probably this:
http://www.chieftain.com/business/local/rosario-s-opens-at-riverwalk/article_20230108-0f70-11e2-ac85-001a4bcf887a.html
and this:
http://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=2&ved=0CCgQFjAB&url=http%3A%2F%2Fwww.pueblo.us%2FArchive.aspx%3FAMID%3D52%26Type%3DRecent&ei=HvF0UOu3DKi6yAGGpoDgAQ&usg=AFQjCNG04ELxYtjd5mCjKIfgw9sGARHLOg
See item #10.
But I wouldn't get too excited. This is all explained by the extra capital and loan in the Q2. If you own Papa Bello Enterprise stock, you've just bought somebody a restaurant in Pueblo, CO. That doesn't mean you own anything.
We'll have to see what Jim fesses up to in the Q3.
Before anyone gets reanimated about the $10 million in equity financing or draws any mistaken conclusions about the company's "value" based on it, I strongly suggest they do a little web research regarding AGS Capitol Group.
According to my DD, "Reserve Equity Financing" is the kiss of death. The majority of their "lucky" recipients are in the grey market, have stop or yield signs or have, at best, flat charts. And it's not as though AGS Capitol Group actually ever puts any real money on the line - they never have to. The stocks tank before they get shares registered to sell to AGS. Ha! But AGS probably is getting shares in compensation that they then sell before that to…well, you know who.
If you doubt me, just look at WAFR's chart since May 10, 2012 when this "financing" was announced. And what is this financing worth, really?
They could buy every share today for only $8 million. LOL
Also would love to see the act behind the curtain.
"WAFR S-1 filing being prepared now, same as the 2010 and 2011 financials."
What do you base this on? It is not the PR that was just released.
WAFR announced this past Monday that they have started the
S-1 application and have hired a PCAOB certified auditor who is now auditing the financials
For fiscal years 2010 and 2011.
I posted this is July and suggest that all reread it. It's pretty straightforward once one gets past Gary's misdirection in his cover letter to the Agreement.
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").
ARTICLE I THE MERGER
At the Effective Time (as hereinafter defined), the separate legal existence of Merger Corp. shall cease and the Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of Nevada under the name "Core Wafer Systems. Inc."
1.2 Effective Time. 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. The time at which the Merger shall become effective as aforesaid is referred to hereinafter as the "Effective Time."
If you look at the details, wherein the devils always are, CWS has been late filing its list 4 out of the last 6 years. Otherwise, I'd have been jumping up and down saying, "See. CWS isn't even in business."
As for the merger, the Merger Agreement is quite clear that APII NY is what actually merges with CWS and will cease to exist. CWS is supposed to continue as a subsidiary of APII Florida, which ceased to exist when a NEW entity was created in Nevada, Corewafer Industries, and APII Florida was merged with it.
There has been no merger - or not one according to the terms of the Merger Agreement at least. There has been the appearance of a merger, which I believe was quite intentional.
Whether there will ever be a merger is still up in the air and whether it will be worth anything to shareholders if it does happen is an even bigger unknown.
You said, "the table is FAKE, just like your stock certificate,LOL"
Which implies that I faked it. IMO.
I no more faked the table than I did the stock certificate. That piece of paper is still in our safe deposit box as worthless as the day Roger Goetz signed it. LOL.
As you say, "just being honest."
Are you referring to this?
The original chart in the ibox was this:
You and Bull Twit both accused me of faking it or erasing the thousands. (Posts #19998 and #20104) until Bull Twit looked again and apologized to me (Post #20114) and then replaced it with the chart at the top of this post, which is STILL in the ibox.
Are you talking about THAT? Or something else?
We're now in the fourth quarter. There is NO evidence that WAFR and Wafer have merged per the Merger Agreement. If you doubt me, I suggest that you read my post #22485. It's all still true, except it's now three months later...
Link: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=77334646
"the newly merged company"?
Either the merger hasn't happened or WAFR-Wafer isn't following the terms of the published Merger Agreement and you must be in possession of insider information unavailable to the rest of us in order to make that statement.
Actually and factually completing the merger would probably help, but there is a remarkable lack of discussion about that of late. Hiring an auditor and filing an S-1 on WAFR sans Wafer is pretty pointless.
Well, it certainly sounds encouraging: "Hard Drive Shipments Rebound to Record Levels in 2012."
But there has been no announcement of any CWS contracts, so chances are good that if these hard drives are being tested before shipment, it isn't with CWS products. No wonder the Core Wafer Systems website doesn't list any new products - not even PDQ-WLR and PDQ-WARp, which were much discussed in PRs earlier this year.
Nope, corewafer.com just lists discontinued stuff and a Main Office that is a UPS post office box.
I still say: No merger yet. No contracts. Possibly no product. But be sure to buy based on the "news" that the lawsuit, which wasn't, by itself, holding up the merger, has been settled under terms that haven't been disclosed.
GLTA.
Seems to me that the burden of proof is on the person making the claim that something exists.
time to just concentrate on the business at hand and keep bringing in those contracts
All the "news" that isn't news and a proliferation of tweeting do NOT a profitable company make. Where are the PRs announcing Core Wafer Systems' lucrative contracts? Surely if they had even a hint of a contract, we'd hear about it. Remember the MDT PR? What has that produced other than $120,000 in consulting fees?
Where are the $12 MILLION pro forma revenues? Where are ANY revenues for that matter?
Speaking of "getting things right," this is what I wrote
#2 "InsideBulls.com Profiles The Best Penny Stock Picks." This is "NEWS"? This was released on Saturday, apparently to prime the pump for this week. But is it news? Does it inform investors? And does anyone know who is behind "Inside Bulls"?
Hey! If you stand on your head with your head tilted sideways, things look really good. I expect a launch any day now. (And when I say "launch" I'm thinking of the catapult episode of Northern Exposure!)
The only question is do we fling the cow or the wateroven? I vote "cow."
Whoa! 981,025 shares at .0021??? Yikes!
I guess somebody had a couple thousand to throw away!