Reading about the Woozle effect....
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Based on the absence of filings in NV and NY, there is still no sign of a merger.
In which case, WHY is the Q2 taking so long? It's not as though Corewafer Industries (aka APII) has any business. Q1 same as Q2 - except they might want to revise that statement about completing the merger in Q2.
Meanwhile, Metawafer.com is still "down" 10 days later while it takes 72 hours to migrate to a new host. Meander might have been a better word choice.
And why is Louis setting up another business anyway, particularly one that sounds like it does what Core Wafer Systems does...or did? Didn't he agree to sell it to a shell stock back in April? See my post #22730.
AP-i-oh-WAF-ia~
Maria
And soooo many before that...one might think PAPA set the investors up with all those previous PRs...
Jim probably got the liquor license in Pueblo, CO on July 18th, but Pueblo still hasn't posted the minutes of that meeting. Grrrrrr.
I think what Jim has is a restaurant in Pueblo, CO, but I'm not sure he wants stockholders to know this. He hasn't PR'd the good news!
With an infusion of private capital in the amount of 1/2 million dollars, PAPA stockholders are holding even less value than they were in the 1st quarter.
Say, whatever happened to Theta Delta, the "third party" revenue stream? Remember this PR? I don't believe you'll find it in the ibox anymore. http://www.prnewswire.com/news-releases/core-wafer-systems-adds-third-revenue-stream-with-third-party-alliance-138848779.html
Back in April, Theta Delta's website was copyrighted by 8Wolf Technologies which is associated with Louis De Ancona and therefore not a "third party."
Today, Theta Delta's website is copyrighted by "Metawafer Technologies." Metawafer Technologies isn't registered for business anywhere that I can find, anymore than Theta Delta was, but it does have a website: http://metawafer.com/ and a really spiffy logo with a ® (though I can't find a trademark registration for it). Alas, Metawafer.com is currently down while it "migrates." But the logo says "Characterization + Reliability Systems Powered by parallel measurements." Hmmm...sounds a bit like what CWS did...er, does.
The website is registered to Louis De Ancona. See http://whois.domaintools.com/metawafer.com
My current take on WAFR is this: No merger, now or likely ever. Louis has turned his attentions and energies to Metawafer. And who knows where the CWS intellectual property will end up? I bet Louis does.
Oh, I disagree, but thanks for making me taking another look. I realize now that Gary muddied the waters when he used the term "Merger Sub." My clever husband created a searchable Merger Agreement for me from that wee, tiny image file of the Agreement that was posted. The term "Merger Sub" is not used anywhere in the actual agreement; it is only used in Gary Polistena's cover letter.
According to the Definitions in Article X, "'Merger Corp.' means Action Products International, Inc. a New York corporation."
According to the Agreement, the merger is between "Merger Corp" (APII NY) and the "Company" (Core Wafer Systems).
Neither APII NY nor the Core Wafer Systems show any signs of having merged according to the Secretary of State websites for NY and NV.
APII, a Florida corporation, on the other hand, and the NEW entity, COREwafer Industries, do indicate mergers; however, they do not indicate the relevant merger.
I stand by what I've written. The merger may have happened, but it did not happen per the terms of the merger agreement. Personally, I do not believe it has happened at all, and I expect the Q2, when and if it is ever published, to bear me out.
This is the website given on OTCMarkets for SLOU, who acquired an exclusive licensing deal for whatever it is that Blow Me Away Media actually has to sell (if anything):
http://www.southwest-biofuels.com/
Compare it to this company:
http://heliae.com/
Check out the details given (or not). Look up the images on each site at Tineye.com to see which company posts their own images and which posts images found on the internet.
Then just google each company and compare what you find. That should tell you everything you need to know about SLOU and what this licensing deal is worth to PAPA. IMO
Gary summed it up in his cover letter: "On April 10, 2012, Action Products International, Inc. ("APII"), entered into a merger agreement (the "Agreement") with its wholly-owned subsidiary ("Merger Sub") and Core Wafer Systems, Inc. (the "Company") whereby (i) Merger Sub shall be merged with and into the Company, (ii) the separate legal existence of Merger Sub shall cease and (iii) the Company shall be the surviving corporation and be a wholly-owned subsidiary of APII."
By the terms of the Merger Agreement, Core Wafer Systems will merge with APII NY and the effective time of the merger is when a Certificate of Merger is filed with the Secretary of State of the State of New York and the Articles of Merger are filed with the Secretary of State of the State of Nevada (1.2). Neither entity indicates ANY sign of a merger in its respective state registration. Merger Sub, i.e., APII NY, is still active.
So, no merger, at least not according to the terms of the Merger Agreement and the Secretaries of two states. Not wild speculation. Conjecture, sure, but conjecture based on PUBLICLY available evidence and logic. They might have amended the agreement, but that raises a host of new questions, most of which begin with "Why?" like:
Why is APII NY still a separate active entity?
Why does Core Wafer Systems have the same and single officer, Roger Goetz? (That's in the agreement, too. APII by whatever name and Core Wafer Systems, the surviving subsidiary, should have the same directors and officers per Exhibit D. See 6.4 and 1.3 (c) of the merger agreement.)
Why did they file a dissolution of APII Florida to be effective July 27, 2012 only to revoke it?
Why did they create a NEW entity, COREwafer Industries, an action that is NOT specified in the merger agreement?
Why has Core Wafer Systems own website not been revised to show that it is now a subsidiary of APII or COREwafer Industries?
And it revives a couple old questions, one being "Why isn't General Stafford listed in the NV records as being on the board of COREwafer Industries when he is listed in the Florida registration of the no longer active APII Florida?" Is he or is he not named in Exhibit D? If he is, he should be on the boards of both COREwafer Industries and Core Wafer Systems, Inc. If he is as involved, energetic, and enthusiastic as claimed on this board, you'd think he'd insist upon it. As Corewafer responded on June 3 on their FB page: "General Stafford is chairman of the board. The chairman is a board member/director, but also a leader of direction."
A "leader of direction," whatever that is.
Connecting the dots this morning. This screenshot is from the Pueblo CO Liquor & Beer Licensing minutes from the meeting of April 4, 2012. The May 2 meeting resulted in a continuance to July 18's meeting which hasn't been posted yet, but you can look all of them up here:
http://www.pueblo.us/Archive.aspx?AMID=53
Can't wait to see who holds the new liquor license! I can guess who paid for it, given that Papa Bello Enterprises holds the CO trademark for "Rosario's at the Riverwalk"!
Papa Bello Enterprises is registered in Florida. Check here:
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P99000032582&inq_came_from=NAMFWD&cor_web_names_seq_number=0003&names_name_ind=&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=PAPABELLO&names_filing_type=
Of more concern to me is why the lack of disclosure on the Colorado filings for a Papa Bello Restaurant called Rosario's at the Riverwalk in Pueblo? Seems like it would be good news for PAPA investors, but not a word about it. Even the posters on this board are ignoring it. See my post #11724 for more information.
According to the Q2, PAPA spent $69,000 on R&D ("to create something that has not been done before" - really, ONLY $70K??) and reported $250K paid in capital and a $250K related party note. That's $569,000.
According to this article http://smallbusiness.chron.com/startup-cost-opening-restaurants-1847.html "A 2009 survey by Restaurant Startup and Growth Magazine found that the average owner spent $451,966 to get his restaurant up and running -- not including the acquisition of real estate."
If I was an investor, I would be wondering on just what Jim Wheeler was really spending my investment dollars.
In 2011 the company completed its acquisition of Northeast Expedite Logistics, LLC, and will complete its acquisition of Core Wafer Systems, Inc. during the second quarter of 2012, and has begun the full rebranding as COREwafer Industries, Inc.
I have found that everything WAFR has told its investors has come to pass...
The weird thing about the garbled tale of Papa Bello Florida and Papa Bello Nevada in the Q2 is that there is no record that Papa Bello Enterprises was ever incorporated in Nevada. I suppose it could be missing from the online records, but I can't imagine why. There are plenty of old, no longer active corporations listed. They aren't just deleted.
Hey, but whaddayaknow? I just checked again and Mama's Direct was finally registered in Nevada on 6/30/12.
Almost gives it legitimacy.
Almost.
And, yes, I'm being sarcastic.
FYI, in state corporation registrations, "foreign" simply means the actual corporation is registered in another state but is registering in the state as a "foreign entity" in order to do business in that state.
Look up Walmart in whatever state you're in.
LOL
What's this?
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:
http://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.
IMO
I have taken the liberty of revising the Balance Sheet in the Q2. I have kept all entries except 0's and "Goodwill," and I eliminated the "double negative" of accumulated deficit in parentheses and just entered that as a liability. I left $250,000 in the liabilities twice, although I suspect it should only be entered once. Stockholders' Equity (in red) is the difference between assets and total liabilities, both underlined.
Once you remove "Goodwill" and correctly add the entries, Stockholders' Equity is a negative quarter to half million, depending on whether $250K is counted once or twice, and NOT $2 million as reported. IMO.
Current Assets:
Cash 148,825
Inventory 25,432
Property and Equipment 58,125
Other assets 15,463
Total Assets 247,845
Current Liabilities:
Accounts payable 11,990
Accrued liabilities 17,348
Capital leases payable 16,758
Related party note payable 250,000
Preferred Stock Equity 3,000
Common Stock Equity 10,358
Additional paid-in capital 250,000
Accumulated deficit 214,100
Total Liabilities 773,554
True Stockholders' Equity -525,709
Total Liabilities and Stockholders’ Equity 247,845
BTW, can anyone tell me what is the point of a lawyer's letter when it is apparent the lawyers don't actually read these filings?
putting the cart before the horse
This is in the Q2:
Current R&D efforts are focused on developing and providing consumer appliances in a cost effective high volume configuration, with the requisite reliability to engender trust and brand loyalty for the products and the company.
To ensure the requisite capital during the product development and business strategy re-alignment period, the company will likely need to rely on the sale of equities for the near term until the strategic plan can be fully implemented to meet its operational and strategic needs.
Regarding the Q2, anyone want to take a stab at explaining how Total Stockholders' Equity (compare the Balance Sheets, page 9 of Q1 and Q2) went from $161,990 to....drumroll, please...
$1,919,384?
Meanwhile, I notice "Goodwill" (hahahhahahahahahhahahahh!!!) went down 200K. Ya think, Jim?
b. The company’s market segmentation and product suite requires the development of currently unavailable appliances, without which the consumer will not be able to gain the desired outcome. In order to ensure the success of our strategy and subsequent customer satisfaction, the company has invested heavily in the necessary R&D to close the gap between customer desires and product availability.
The company is currently in the testing stages of R&D and is working diligently on reduction of test outcomes to high volume production specs.
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."
I would imagine a person wanting to head up a scam might have more pr's and promos than what we have had here!
Just for a point of reference..I knew in November when original DD and investments were made that this would not centralize from Pueblo!
Quel balderdash!
From the January 5, 2012 PR:
"Mama's Direct sells a complete line of nutritious "Meals to Go" pre-prepared and pre-proportioned in a broad range of food groups, and food-related products designed to meet a variety of tastes. Mama's Direct has contractual agreements in place with Pueblo Italian Market of Pueblo, Colo., to manufacturer and fulfill a complete line of private label products using its patented cooking process that utilizes the patented Pasti Perfetto Water Oven."
Six months later, what part of this PR is true - then or now?
Oh, Look! Future Investors!
And the grill is an older George Foreman available on ebay!! LOL
Jim has removed all the ripped off Kitchen on Fire photos from Mama's website, the Facebook page, and the latest edition of the "business plan," aka "Mama's Direct Executive Summary," replacing them with stock photos. LOL.
The most prominently used photo has "TM Kitchen on Fire" on it on KoF's website, which was cleverly cropped or covered in the Mama's versions.
Oh, he's already done it.
from the latest revised version of the "Mama's Direct Executive Summary" downloadable here:
http://www.google.com/url?sa=t&rct=j&q=mama%27s%20direct%20executive%20summary&source=web&cd=1&ved=0CFMQFjAA&url=http%3A%2F%2Fmamasdirect.com%2Fimages%2FMamas_Direct_Sales_Executive_Summary.pdf&ei=bUv3T5PTCca42wWGwr3rCA&usg=AFQjCNF8DscwLDrjpgVbZQFO2YmOS27XvQ
If you don't recognize it, that's an All Clad 6.5 qt slow cooker. Jim's messing with the big boys now.
Really think this comapny has a chance at big things
This from a poster who had been berating another poster for not using spell check!
I used to think DD stood for "due diligence," but I'm beginning to think it means something different on IHUB and for sure, on this board!
The only thing you need to know about the "launch" is this:
The is NO trademark registration for "Mama's Direct."
You'd think, with projected first year sales of half a billion (???) dollars, they'd have the moniker secured. But no. Why?
Because there is no there there, folks.
The best part is that the $575,587,668 projected for FIRST year sales is back in the "business plan."
QUOTE: "Mama’s Direct has adopted a reasonably conservative sales forecast."
Oh, really? HALF A BILLION DOLLARS in the first year is "reasonably conservative"?
Huh. Mama's "patented Pasti Perfetto water oven" now looks exactly like an ALL CLAD 6.5 qt.Slow Cooker.
Download the latest edition of the Executive Summary and check it out.
Then go here: http://www.wayfair.com/All-Clad-6.5-Quart-Slow-Cooker-with-Ceramic-Insert-99009-AAC1068.html
LMAO. Again.
I wonder which version of the "business plan" Antonio Esfandiari will see - the one with projected sales in the second year of $71 million or the one with projected sales of $3.6 BILLION.
Nice of them to be so gentlemanly while separating others from their money, eh?
Oh, yea, except for that pesky connection through Aero Financial which claims papa as a holding. I'm guessing Price holds at least 51%, just like Mr. Wheeler! What do you think?
I'm expecting someone(s) to pop in at any moment and declare, "But that's the OLD papa with Jim Price. This is the NEW papa with Jim Wheeler. And there is NO PIZZA!"
After all Wheeler still has a "chance" to prove that he's not a criminal!
Aero Financial (Jim Price, btw):
http://aero-financial.com/holdings/
And Shane Hodge is suddenly gone from http://www.blowmeawaymedia.tv/
However, you'll still find him if you google blowmeawaymedia and check the cached using the double grey arrows to the right of the blowmeawaymedia link.
Did you notice that "Goodwill" went UP $249,383 between the initial filing of the Q1 and the amended version?
I wonder what he'll put for "Goodwill" in the Q2...
"Goodwill is an accounting concept meaning the value of an entity over and above the value of its assets. The term was originally used in accounting to express the intangible but quantifiable "prudent value" of an ongoing business beyond its assets, resulting perhaps from the reputation the firm enjoyed with its clients."
http://en.wikipedia.org/wiki/Goodwill_%28accounting%29