Reading about the Woozle effect....
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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!
Does it really matter who released it? It hardly qualifies as "news." A PR declaring CWS has a contract? Now, that would be news.
BTW, you might want to check out Inside Bulls disclaimer page. The last entry is two weeks old: "Insidebulls has been compensated $3,000 cash for awareness on ____________, Inc. by a non-affiliate third party (9/12/2012)" While you're at it, you might take look at the charts of some of the recipients of their "awareness."
When might Corewafer Industries be added to this list? After the "awareness" has run its course perhaps?
There is no "entitlement" here. The FAQ states:
There are no requirements in order to post on a stock board other than abiding by the rules of the site.
This is the "News" on OTC Markets:
I see two problems here.
#1 While the headline claims CWS "completes merger," the body of the PR reads "COREwafer Industries, Inc. reports that the acquisition of Core Wafer Systems, a technology leader in semiconductor testing, will soon be completed."
Maybe. Maybe not. I always wonder what the truth is when a blatant lie appears to be included in the release of a PR.
#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"?
I am only saying that, instead of a provision to hold off on the merger until the lawsuit is settled, the merger agreement says this:
(d) at the Closing, the shares of APII Common Stock and APII Preferred Stock shall be divided among the CWS Stockholders as described in Schedule 1.5. However. a certain amount of shares of APII Common Stock and APII Preferred Stock, as described in Schedule 1.5. shall be held in reserve following the Closing, until the settlement or completion of that certain claim by a former CWS consultant for alleged unpaid compensation and his claim that he owns 15.8% of the issued and outstanding shares of CWS common stock (the "Lawsuit"). CWS categorically denies the validity of the Lawsuit because it received no consideration in exchange for the stock and compensation that is in dispute.
"Baseless facts?"
Fact: The merger was not held up by the lawsuit according to the merger agreement, which is the ONLY document publicly available signed by BOTH parties.
Fact: The lawsuit was settled a month and a half ago. I'd provide a link, but the nmcourt.com website won't allow its use.
Fact: APII New York is still active and Core Wafer Systems shows no indication of a merger. According to the terms of the merger agreement, this means NO MERGER.
Each of us can interpret these facts as we wish, but they are simply facts. I can't help but wonder why so much money (or stock?) would be invested in the lawyers and consultants necessary to draft the merger agreement and then not execute the merger according to it??? What is really delaying the merger of these two companies, cuz it wasn't the lawsuit per se.
Here's what I don't get:
1. The merger agreement has a provision for closing the merger before the lawsuit was settled. So, why the delay completing the merger?
2. According to nmcourts.com, the lawsuit was settled a month and a half ago. There may have been documents to finalize the settlement, but the parties reached an agreement in August. So, why the delay in producing a PR about the settlement?
3. If for some reason they really couldn't finalize the merger until they settled the lawsuit, why not finish the merger while waiting to announce the settlement? Wouldn't it make more sense to make the necessary filings in Nevada and New York, complete the merger, and announce the merger and the settlement AT THE SAME TIME when investors have waited this long anyway?
4. The third quarter ends in a week. Core Wafer Systems pro forma revenue projections for 2012 were $12 MILLION! There have been no announcements of any contracts (other than the $120,000 in consulting fees. HA!) Surely they weren't waiting until a 15.8% ownership issue was settled to make some money. Isn't 84.2% of SOMETHING better than 100% of NOTHING?
The settlement documents apparently included non-disclosure agreements, so "none" of us know to what they actually agreed (or the cost of it); do I really have to point out that there is no real proof that ANYTHING has actually changed?
No merger. No contracts. And, btw, where is the COB these days? Why isn't General Thomas P. Stafford over the moon about this exciting revelation?
Scoop away! Here's my scoop:
I just stumbled on this site.
http://www.3escorp.com/www.mamasdirect.com/about-mamas/
Wow. Does Jimbo ever finish anything?
So pwofessional! Another unfinished and apparently abandoned bit of pink stock pumpery! LOL.
I had no idea they had to publish a press release before they could finalize the merger. Thanks for enlightening me.