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in the NV records as being on the board of COREwafer Industries when he is listed in the Florida registration of the no longer active APII Florida?"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.
AI
