Reading about the Woozle effect....
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Corewafer Industries, Inc.
That's the new name. You'll have to wait on FINRA for the symbol.
AP-i-yi!!
Maria, remember you heard it from me first!
Hey, I have added a picture y'all might find interesting.
My husband's gen-u-whine and worthless Core Wafer Systems, Inc. stock certificate! His name, for obvious reasons, has been blacked out.
Enjoy!
For some interesting insight into this, I refer you to post #12199, in which doggone re posted Roger's explanation re the lawsuit with Donald Pierce. Note that Pierce's stock certificate is said to be a copy. My husband's certificate, although unsealed, a detail the importance of which we did not know when this was presented to him, is NOT a copy. It currently resides in a safe deposit box which, as you know, is about the size of a mailbox or the Main Offices of CWS!
I leave it to y'all to draw your own conclusions.
AP-i-yi!!
Maria, who according to common property law of NM should own an undivided share of 1.6% of CWS ~OR~ 1,252,140 shares of the merged entity. She would be bummed if she believed they were actually worth anything.
While we're waiting for the new name/symbol (I understand there's a news "blackout" until FINRA approval), let's review:
1) By what stretch of the imagination is Theta Delta a third party when Core Wafer, Theta Delta, and Louis DeAncona all share the same UPS mailbox? See my post #18533 for the details. BTW, I have noticed that the Feb 7, 2012 PR boasting TD as a "third party revenue stream" is no longer included when a bunch of PRs are reposted. Hmmmmmm . . . could we be embarrassed by such obvious fabrication?
2) Where is Theta Delta registered for business? Or is it? And if it isn't, then how has "Core Wafer...inked an exclusive alliance with TD," a company that doesn't appear to exist except as a website?
3) Why call Core Wafer a subsidiary of APII as far back as January, unless to manipulate the sale/price of stock, when clearly the end game is a merger and if anything CWS is acquiring APII and not the other way around?
APII/CWS pay for the press releases. They control the content. They devise the spin. It is not all a lie, but which parts are true?
AP-i-yi!!
Maria
How can we believe anything in the PR's?
Seriously.
Action Products Acquires Core Wafer in the 35 billion dollar semiconductor market NEW YORK , Jan. 4, 2012/PRNewswire
Though the text says "entered into a binding agreement for the acquisition," the headline proclaims "Acquires."
Okay, maybe that isn't so bad, but the next day, January 5, 2012 a Marketwire press release says:
"Action Products International, Inc. (Pinksheets: APII.PK - News) announced yesterday that they have acquired Core Wafer Systems"
Acquired Core Wafer Systems. No mention now that it is just a binding agreement to buy (and we know how some of those have gone for APII in the past) but Acquired, past tense, done deal.
There are also the press releases that follow that call CWS a subsidiary of APII, e.g.:
NEW YORK, Jan 24, 2012 /PRNewswire/ -- Action Products International, Inc. (OTC Pink: APII) subsidiary Core Wafer Systems, Inc.
and the ones that call APII the parent company, e.g.:
NEW YORK, Feb. 7, 2012 /PRNewswire via COMTEX/ -- Action Products International, Inc. (otc pink:APII), the parent company of Core Wafer Systems, Inc.
According to investopedia, "A subsidiary . . . is a company that is completely or partly owned and wholly controlled by another company that owns more than half of the subsidiary's stock."
According to thefreedictionary "A subsidiary is a wholly or partially owned company that is part of a large corporation."
But according to APII's unaudited Feb 28, 2012 Initial Company Information and Disclosure Statement:
"On December 17, 2011, the Company commenced the acquisition of Core Wafer Systems, Inc., a Nevada corporation (“CWS” or “Core Wafer”).
Commenced. Begun. Started. Not a done deal at all.
So, why call CWS a subsidiary when it is not? Don't get me wrong. I believe the merger will go through (and also that someone here will repost that last phrase) but why lie about APII and CWS's relationship? It is either an acquisition or it is a merger, particularly if it is a reverse merger, which it appears to be. In fact, I believe it might be more accurate to say the CWS is acquiring APII, given that CWS will own 65% of the stock at closing.
Seems obvious to me that calling CWS a subsidiary at least as far back as January was done to manipulate the sale of stock, and if you look at trading on January 4, it certainly appears to have worked on that day, though price and volume may have been helped along by some strategic purchases in addition to any market interest resulting from the press release.
This may not be a crime, but it does make me wonder what else isn't quite true in all these press releases. Remember, APII/CWS pay for them. They control the content. They devise the spin. No matter how great it all sounds and no matter how many times the PRs are reposted here, it doesn't mean that every word is true.
AP-i-yi!!
Maria
"Do over" was Martinsi's term; I simply posted it in red.
What martinsi wrote and I responded to:
Thank you. That is what I thought.
Can I post the cell phone number of a public figure, e.g., a registered officer of a company or the controlling stockholder named in a published and posted Merger Agreement, if the source of that cell number is an ex-employee who was given it for the purpose of conducting company business with those individuals?
I'm still checking on the legality in general of posting cell phone numbers, but I'm wondering what invertorshub policy is?
TIA
Maria
Core Wafer and Agilent, Integrated Partners or What?
The Jan 4, 2012 PRNewswire press release, "Action Products International Announces Acquisition of Core Wafer Systems, Inc," states that "CWS is an integrated partner of the world's premier measurement company, Agilent Technologies"
To be clear, I don't question whether CWS has been a partner with Agilent in the past. I question whether CWS is still a partner as the press release suggests. Here's my DD:
The following products are listed and are the ONLY products listed on the Core Wafer website:
• 4070 PDQ-WLR for SPECS »
• ASUR SDR Test Executive »
• ASUR SDR Office Test Executive »
• ASUR RDA »
• ASUR PDQ-WLR »
• ASUR PDQ-PARA »
• PDQ-FAB »
• PC for ASUR »
A search for these products on Agilent's website reveals that every one has either been discontinued or the search simply does not produce a result.
Agilent Technologies
Pasted here are some of my search results:
C1281A ASUR Single Device Reliability (ASUR SDR) Discontinued
C1282A ASUR Reliability Data Analyzer (ASUR RDA) Discontinued
Production Wafer-Level Reliability (PDQ-WLR) Discontinued
ASUR PDQ-PARA: No Results Found.
Reliability and Parametric Test Consulting Discontinued (PDQ-FAB).
In fact, if you just enter "Core Wafer" in the search field, you get three results, all DISCONTINUED, but nothing else about Core Wafer.
Again, I am NOT saying that Core Wafer has not partnered with Agilent in the past; I'm saying there is no evidence on Agilent's website that they are CURRENTLY in an "integrated partnership" with CWS as claimed.
Curiously, Agilent does offer this product:
Agilent PDQ-WLR TM Test and Analysis Software Environment
If you download the PDF, you will find a document that, except for minor differences on the first page, looks exactly like this one on Core Wafer's website:
ASUR-PDQ-WLR including the fact that "Core Wafer" is NOT on either document. Next to Agilent's name on the last page of both is Sandia Technologies. Core Wafer offers ASUR-PDQ-WLR as their OWN product, so why isn't their name on it???
What is going on?
Can anyone provide any independent evidence that CWS is presently in an "integrated partnership" with Agilent?
If no one can, what does this suggest about the truthfulness of the PRNewswire press releases, which CWS/APII pay for? How about contract claims in the millions? Are they true?
AP-i-yi!!
Maria, have mouse, will travel
Here's what I know. At Corewafer.com under the "Contact Us" tab, you'll find
Main Office
650 Castro Street, Suite 120-223
Mountain View, CA 94041
I think it has been pretty well established that 650 Castro Street #120 is actually UPS Store #1847 and the "223" is a box number, not a suite of offices, for Corewafer, Theta Delta ("third party revenue stream" WHOOP! WHOOP!), and Louis DeAncona, who, according to the Merger Agreement, will own 55% of the stock of CWS/APII. I called the UPS store yesterday and confirmed that this was true. I don't know whether the phone number on the CWS website works. That number is (408) 898-4738. I certainly have no desire to call anyone at CWS - ha-ha!! It does seem to me that a thriving business in the 38 million dollar semiconductor industry would make sure that it had accurate phone numbers posted on their website, but perhaps others disagree.
Roger Goetz's office, the business office of Core Wafer, is the offices of Deraad and Goetz, LLC, just as doggone reported. That address is 212 15th Ave NE Ste 1040, Waseca, MN 56093. This, you may recall from one of my earlier posts, is the address listed by the Nevada Secretary of State for Roger Goetz, the sole officer(s) of Core Wafer!
Core Wafer had the only dedicated physical office I know of up until about a year ago at the Seagull Street Plaza, 6100 Seagull Street NE # 104. This location has an alternate address of 5801 Osuna Road NE Albuquerque, NM 87109 as it is actually two buildings on a street corner. This was the software division. If you look it up on Google maps and if you also look up Sandia Technologies, you'll find they were just around the corner from each other. I'm sure Rosemont Realty can confirm that Core Wafer was a tenant until about a year ago. I learned this morning that Rosemont Realty acquired the former property management company called BGK, which was the management name I remembered from mail regarding CWS's tenancy that continued to come to our house and was forwarded to Roger Goetz.
With the closing of the office, the few developers CWS still employed, including my husband, began working from home. Now, there is an apartment in Albuquerque at which one employee, brought into town from I know not where, both lives and works. He is NOT a public figure and it is NOT a public office, though they are directing mail to that address. I will not post that address. It was to that apartment that all of the Core Wafer "stuff" I had to store in my house (grrrrrrr) for three months or so was moved - finally.
My husband has cell phone numbers for both Louis DeAncona and Roger Goetz, of course, but I'll get back to you on posting those when I have determined whether or not I can legally post them. They are public figures, but the numbers are private? Maybe? Maybe not?
In short, there is no "office" that I know of for CWS. There is a "Main Office" in Mountain View, CA that is actually a mailbox in a UPS store and there are the offices of Deraad and Goetz, who are accountants, in Minnesota.
As for phone numbers, a number of members here have posted that they have spoken with CWS. Perhaps they can post accurate phone numbers.
AP-i-yi!!
Maria
***Stay tuned! Tomorrow I post "Core Wafer and Agilent, Integrated Partners or What?"***
TJG, respectfully, my husband never worked for APII. He worked, as I have said, for CWS, from 2006 until the beginning of this month. Before that, he worked for Sandia Technologies, from which CWS acquired intellectual property and the employees, such as my husband, who developed it.
Yes, I have heard of the NLRB. That agency is concerned with labor issues, whether they involve unions or two or more non-union employees collectively seeking relief. The wage claims of individual employees are handled by state labor departments.
In answer to the rest of your post, when it became clear during the M&A for the APII acquisition that the "promises" CWS made my husband were worthless, he consulted two lawyers from whom we learned the following:
1) New Mexico is very favorable toward employees and awards three times the amount of back pay, plus legal fees. The statue of limitations, i.e., the time in which to file a claim, is three years, so we are arguably out of luck on most of his back pay already by that standard. I don't know when the requirements changed, but probably had my husband filed a claim in, say, 2010, he could have gone through the state and likely would have been awarded treble damages. W-2s and emails show clearly that he worked without pay the first half of 2009. He didn't know this then, but it simply isn't legal to NOT pay an employee and you cannot defer pay either. CWS perhaps could have paid him with shares, but they would have had to file that transaction with the IRS. They did not. Had my husband filed a claim back when, I seriously doubt that APII would be merging today with CWS, because CWS probably wouldn't have survived the drought. That it survived at all was on the backs of good people like my husband.
2) Unfortunately, the requirements for filing have changed. Now, if you can afford a lawyer, you cannot file a "Statement of Wage Claim." (Download the form from http://www.dws.state.nm.us/pdf/WAGECLAIM-Alb08.pdf and please note instruction number 2.) We can afford a lawyer; in fact, we have already paid the first for her services, another $1,583.60 that CWS has cost us. A lawsuit, however, would be a terrible investment because…
3) Both lawyers we consulted, the one who only works for billable hours and the second who will work on a contingency basis, told us that a lawsuit would probably cost four times the relief we were seeking and that even if we won a judgment, which we likely would if we were willing to spend years in litigation, neither of them believed we would collect a dime of it. We would simply waste even more resources, financial and personal, trying to collect. Had my husband filed it would have been for "breach of contract," for which the statute of limitations is six years. However, the first lawyer advised against a suit though she would have taken it, and the second wouldn't take the case at all, believing that he would never collect his fees from CWS either.
You ask how did we existed for a half year without my husband's salary? As someone earlier "guessed," I am a homemaker. I also inherited sufficient funds to sustain us for that half year. My husband continued to work for CWS because he was led to believe that he held a stake in the company, "promises" which the Merger Agreement makes very clear Louis and Roger never intended to and, in fact, have not honored. In addition, we needed to maintain our health insurance for medical reasons. But we also believed our health insurance would not survive the merger, providing just one more reason for my husband to tell CWS he would resign unless they paid him what they owe him.
The wonder is that no other employee ever filed a complaint that we know of against CWS whether for late pay, failure to provide pay stubs, or failure to produce that last paycheck when an employee quit. Perhaps it was the fact that, as manager of the Albuquerque Seagull Plaza office, my husband personally loaned money at least three times to two different employees to cover urgent expenses, like rent, when pay checks were late. Unlike CWS, those employees repaid us.
Finally, I do not understand why my story, consistent and detailed as it is, is in anyway less convincing than other vague assertions on this message board of calling the employer who supposedly talked with this employee, etc., etc. Perhaps they should "prove" what they say is true.
AP-i-yi!!
Maria, who wouldn't be here if CWS had just paid my husband what they owe him
Core Wafer Systems had an actual office here in Albuquerque: 6100 SEAGULL ST NE #104. You can still see the address on Manta:
Core Wafer Systems Albuquerque
But don't come a'runnin' to visit - a bit over a year ago, they closed the office. CWS sent the remaining employees home with such computers and equipment as they needed to continue to work from home. The "promise" was 60 - 90 days and they'd have a new office, but that never happened. They did finally remove all the excess temperature sensitive equipment that was not put into storage from my house. I wanted to charge storage rent myself! Of course, my husband continued to work from home until he was fired on April 5, 2012 because he demanded the half year's unpaid wages from 2009 that CWS still owed him!
Why did they close the office? I don't know. Maybe the "Three Days to Quit" notices posted repeatedly on the door of suite #104 had something to do with it.
The question is, if Core Wafer is soooooooo profitable, why wouldn't they just pay the rent on time? For that matter, why wouldn't they just pay my husband what they owe him?
Note: the property is managed by Rosemont Realty, link below. Maybe someone would like to volunteer to call the property manager and ask about CWS's tenancy. I don't know how much she'd be willing to tell you, but it could be interesting.
http://www.rosemontrealty.com/properties/seagull-office-plaza/
AP-i-yi!!
Maria
what is Roger up to? Good Question.
Hopefully he's cutting my husband's termination paycheck, ha-ha! Actually, it should have been cut last week. Pay day is "technically" the 21st, but that was a Saturday and weekends and holidays have always delayed pay. LOL
Interesting that you mention Roger. Roger Goetz, according to the Nevada Secretary of State, is - drumroll, please - the Director, Treasurer, Secretary, AND President of Core Wafer Systems! Whew! No wonder CWS pay was late so frequently. Roger must be really, really busy! All that wafer reliability testing software to worry about AND he's a CPA, too! OMG - I hope he survived the M&A taking place during tax season!!
http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=mPNtocezN2IgrUdgxQeKkA%253d%253d&nt7=0
Of course, all of this causes me to wonder how is it that Louis DeAncona isn't listed in any capacity as an officer of CWS, and yet HE gets 85% of Corewafer's share in the new entity and Roger merely gets 15%. I don't know what that means, but it seems a little odd…I mean, what does Louis DeAncona do?
AP-i-yi!!
Maria
According to the Terms of Use, paragraph 9, on Theta Delta's website, use of the site is governed by the laws of the State of Nevada, which would suggest that Theta Delta is registered in the State of Nevada. However, a business search on the Nevada Secretary of State's website does not pull up a record for Theta Delta Technologies.
Since Theta Delta is named as a third party revenue stream for Core Wafer (PR Nov 7, 2012), it seems relevant DD to ascertain where exactly this business is registered, especially since the Theta Delta website is copyrighted by 8Wolf Technologies. 8Wolf is the closest record that can be obtained from the NV Secretary of State and that lists Louis DeAncona as 8Wolf's one and only officer. Presumably this is the same Louis DeAncona, who will, according to the merger agreement, hold a 55% controlling interest in the new entity, as yet unnamed.
Where is Theta Delta registered for business? Is is even registered for business? In addition to Nevada, I've checked California, where it shares a mailbox (thanks, Doggone) with Core Wafer and Louis DeAncona, and Massachusetts, which according to the online bio is where it originates. I have also checked New York, Florida, and Delaware just for grins. I have had no success finding out where Theta Delta is licensed.
Theta Delta does not appear to be a "third party," and no one has offered evidence to the contrary, but does anyone know if this "third party revenue stream" is even a legitimate business, like with employees, product, a manufactory, etc.?
AP-i-yi!!
Maria
Oh, I am watching. This is amusing, as I have nothing to lose or gain at this point, except entertainment. CWS already stiffed my husband for half a year's pay in 2009.
Since you haven't offered evidence to refute what I actually posted re the Feb 7, 2012 PR, I'll put it more bluntly. The PR headline boldly proclaims Core Wafer Systems Adds Third Revenue Stream with Third-Party Alliance
Third party??!?
CWS, Theta Delta, and Louis Deancona all share the SAME office suites in Mountain View, California! First, Theta Delta is NOT a third party, and second, this is what they call an "alliance?" Whoa, knock me over with a feather.
To put it yet more bluntly, why would a company that supposedly is doing sooooooooo well and that is going to make sooooooooo much moola generate even one PR that is sooooooooo easy to crack? Why would Greg Miller brag, "This partnership has already led to contractual conversations with a Taiwanese manufacturer with an estimated value of over $800,000 in the second half of 2012" when the company's projectiles are $14m in 2012? $800K is only 6% of $14m!!! and Greg wasn't talking contracts, just "contractual conversations!"
Why would a company that is doing sooooooooo well put out a PR that makes them look sooooooooo stupid or deceitful or both? Does it suggest that other PRs might also be misleading? Watch and learn, Phil.
AP-i-yi!!
Maria
The only conclusion I stated was that it is "interesting" that, according to their own websites, Theta Delta, a third party revenue stream according to the Nov 7, 2012 PR cited, and Core Wafer have the same address as does a Louis Deancona, the manager and only officer listed for 8Wolf, a business entity listed by the Nevada Secretary of State as having a REVOKED license and perhaps related to the 8Wolf Technologies Inc that claims copyright to the Theta Delta website. What was inaccurate?
You asked about Louis De Ancona.
Here's some interesting DD.
PRNewswire released this on Feb.7, 2012:
Core Wafer Systems Adds Third Revenue Stream with Third-Party Alliance
The "third party" is Theta Delta.
From Theta Delta
Our Address:
650 Castro St. #120-223
Mountain View, CA 94041
From Core Wafer
Main Office
650 Castro Street, Suite 120-223
Mountain View, CA 94041 USA
Back at Theta Delta, if you check the copyright notice on the bottom of the website page, all rights are reserved by 8Wolf Technologies Inc.
If you do a Business Search at Nevada Secretary of State, you won't find a listing for 8Wolf Technologies Inc. However, if you limit the search to 8Wolf you'll find a REVOKED license for 8Wolf, LLC NV20041002502. The listed ACTIVE manager is LOUIS S DEANCONA. His address?
650 CASTRO ST 120-223, MOUNTAIN VIEW, CA 94041.
Definition of "Third Party" from
TheFreeDictionary:
A generic legal term for any individual who does not have a direct connection with a legal transaction but who might be affected by it.
AP-i-yi!!
Maria
Could you cite the paragraph number? I couldn't find any reference to four years in pages 21 - 24.
If the four year restriction is actually in Rule 144, perhaps you could provide a citation?
TIA
Maria
Attn trading.jeff, troop7700, and doggone:
Sorry for the combined post, but for some reason, I still have a three posts per day limit.
@trading.jeff
In post #18019 you asked why my husband is not posting here. That's a fair question. Two weeks ago, my husband demanded his unpaid wages from 2009 and said he would resign if he didn't get it. He didn't expect to get it, past behavior being the best predictor of future behavior, and, at least this once, he wasn't disappointed by CWS. He consulted lawyers and came to the conclusion that we have no legal recourse that won't cost more than any judgement we might get even if we thought we would collect, which we don't. He's done. I respect that.
I, however, am not done. I'm annoyed. Simple as that. The management of CWS didn't just steal from my husband. They stole from ME. What do you think we lived on for that half year? You can't eat promises.
@troop7700
You wrote:
"you make yourself out to be a simple housewife"
Where did I ever say that I'm a "simple housewife." (Probably not a fair question since two of my first three posts were deleted, and not by me.) What an interesting assumption. I never claimed to be a housewife and I wouldn't say I'm simple.
You also wrote
"I'm wondering how you became so well versed in
the trading lingo so quickly."
Another assumption. Even a "simple housewife" can have hobbies, after all. However, the truth is this : I have a computer, access to the internets, and Google. I read quickly, my intelligence is above average, and I might just have more business experience than you think or the management of CWS knows about.
When I wrote - since deleted and not by me - that the DD here was a joke I meant it. Perhaps I was wrong. Please, someone, point out an INDEPENDENT source of information on APII and CWS. I have seen nothing the genesis of which isn't the principals of those two entities. And, please don't point out the PR Newswire press releases. I could go buy my own press release for the grand sum of $129. If you don't believe me, check it out: prnewswire
@doggone
Response to post # 18037
Thanks.
I started learning about penny stocks when I heard that CWS was involved in a "reverse merger." I didn't know what that was so I looked it up - online using Google. It didn't make any sense to me. Neither company seemed profitable enough for it to work.
I base my assessment of CWS's fiscal health purely on my personal experience. In fact, everything I post here refers to what I personally have seen of CWS. This "simple housewife," to quote troop7700 above, pays the bills, balances the checkbook, and submits our tax info to our CPA. Unpaid wages, promises not kept, insurance interrupted repeatedly, late pay, and no pay stubs may be SOP for some of you, but to me it's either bad management or corporate chaos. It's not good business.
The only comment I will make re Donald Pierce is that he at least paid on time, provided pay stubs, made contributions to a retirement fund which CWS only did once and only because their acquisition of Sandia Technologies required it, and our insurance was NEVER interrupted prior to CWS's acquisition of the company. What I know of the litigation I cannot say.
To all: believe me or not.
Corewafer fired the only software developer who has been with CWS from the beginning for "job abandonment" on 4/5/12. He went on vacation until Corewafer paid him for the 6 months he wasn't paid in 2009, but they decided to fire him instead of waiting for his resignation.
My question for anyone thinking of investing in APII is this: if Corewafer is sooooooo successful, why can't they pay this developer what they owe him? Please keep this in mind when and if they actually disclose their 2011 financials.
Since I just joined the "Hub" and I'm limited to three posts today, let me answer at least some of the questions that are incoming:
1) No, I am not the developer. I'm his wife.
2) No, I can't tell you what's really going on. He signed a non-disclosure agreement and I really don't know what it covers. However, I didn't sign such an agreement, even though they closed the local office and he's worked from home on OUR electricity for the past year. I can certainly disclose that CWS won't pay him what they owe him for 2009. We'd sue but legal action would cost at least four times any judgement in his favor AND we'd never collect.
3) My personal opinion: this is pump and dump, pure and truly. Good luck to y'all!
4) Doggone, you're my hero. Keep telling it like it is!
Maria