Aluf Holdings Inc (AHIX)

[Maria56]

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").

As you read the next two paragraphs, keep in mind that the "Company" is Core Wafer Systems, Inc. and "Merger Corp." is APII registered in NY, not Florida.

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."

More than a week into the third quarter, APII NY still has an active and unmerged registration in NY. The registration of CWS in Nevada also shows no signs of a merger. ACTION PRODUCTS INTERNATIONAL. INC., a Florida corporation ("APII") has changed its name and symbol, presumably by merger with the NEW entity COREwafer Industries. At least, both entities indicate a merger filing, though not specifically with what other entity.

According to the Merger Agreement cited above, the merger has not become effective.

Of course, it is entirely possible that they amended the agreement and are doing something different. After all, they filed a dissolution of APII Florida on May 1, 2012, effective July 27, 2012, only to file a revocation of dissolution just prior to filing the merger with Corewafer Industries. (Do these guys and all their pinkie-stock-paid consultants know what they are doing or what?) If the merger agreement was amended, one can only wonder how and why. Why is APII NY still a separate entity? In any event, the closing of the merger has not been announced, so I don't believe that it has actually happened. And if it hasn't happened, CWS shareholders, all two of them, don't have shares to sell, even if they could sell them.

Audited financials have been predicted for weeks (months?). I'm just wondering how they'll manage financials when they don't appear to even have a merger.