Aluf Holdings Inc (AHIX)

[Maria56]

APII HAS NOT MERGED WITH CORE WAFER SYSTEMS

The only merger that has occurred is the one between APII, registered in Florida, and Corewafer Industries, registered in Nevada.

Corewafer Industries was a new entity created April 26, 2012 in Nevada. APII's symbol finally changed around the end of May. WAFR's PR of May 30, 2012 states, "As part of the name and symbol change from APII to WAFR, COREwafer Industries has relocated its corporate registration from the state of Florida to the state of Nevada, resulting in long term benefits to the corporation." This wasn't ACTUALLY done until June.

On June 20, 2012, Gary filed merger papers in Nevada, merging APII Florida and Corewafer Industries. Gary tried to file merger papers in Florida the same day.

Problem was, he'd filed on May 1, 2012 to dissolve APII Florida, effective July 27, 2012. According to the letter in the Merger filing, it didn't matter to the Secretary of State in Florida that it hadn't taken effect yet. Gary couldn't merge a company slated for dissolution. Quote: "Both corporations merging must be active." One can only wonder why, with all the lawyers and consultants on hand to draft the merger agreement, Gary did not know HOW to do something he claimed in a PR to have already done, but there it is…

On June 21, 2012, Gary filed a "Revocation of Dissolution" in Florida.

On June 22, 2012, Gary filed "Articles of Merger" in Florida which CLEARLY show that the merger was between Corewafer Industries and Action Products International. Gary signed, of course, for BOTH entities.

There is NO evidence that Core Wafer Systems has merged with anyone. The Annual filing was, as it usually is, LATE, but apparently Roger coughed up another $75 late fee.

Unlike Nevada, Florida is an open book: http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=F13942&inq_came_from=NAMFWD&cor_web_names_seq_number=0001&names_name_ind=&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=ACTIONPRODUCTSINTERNATIONAL&names_filing_type=

Be sure to scroll down to the Document Images. The top and latest document is titled "6/22/2012 - Merger." You will have to download the pdf to view it in its entirety.