Aluf Holdings Inc (AHIX)

[Maria56]

My theory is that the embarrassing truth may be that Action Products International in New York is not, in actuality, a subsidiary, as has been claimed. I believe that Gary made a half-assed attempt to move APII to NY, aborted the move, and then neglected to dissolve APII in NY, leaving a mirror version of APII Florida, not a true subsidiary. The consultants thought they could just use APII NY as the empty subsidiary for the typical "reverse triangular merger" (see link below) - except, if APII NY isn't a subsidiary, they can't file the Certificate of Merger. Oops.

According to the corporate website http://www.apii.com/investors.html

In 2010, the company temporarily relocated the corporate office to New York

On November 19, 2010, the principal place of business of APII, registered in Florida, was changed from Las Vegas, Nevada to 354 7th Avenue, Brooklyn NY. In May 2011, APII filed a another change of address to the current location of 419 Lafayette Street, Second Floor, New York, NY 10003.

On July 18, 2011, APII filed Articles of Dissolution in Florida, "approved by the shareholders" and bearing the electronic signature of Gary Polistena. Then on Aug 16, 2011, Gary filed a Revocation of Dissolution, claiming that the "paperwork was filed by a now terminated consultant." Yeah, right.

So, basically, Gary "moved" APII to NY, dissolved APII Florida, and then changed his mind for reasons unknown, but probably having something to do with the fact that you can't just move a company to another state by dissolving it in one state and filing in another. (Wait, that sounds just like the current merger scenario...)

Anyway, APII was back in bidness in Florida. Et voilà!

Meanwhile, back in NY, Action Products International was initially registered on July 22, 2011, just four days after the Dissolution was filed in Florida. The Dissolution in Florida was revoked a month later, but Action Products International in New York remained. Oops?

So, bring in the "lawyers" and consultants and write a merger agreement. Did they know from the beginning that APII NY wasn't actually a subsidiary but a mirror entity to APII Florida? If they didn't know (?????!) I wonder when they realized - in October when they were about to file?

Oh, dear, how to merge APII's "mirror" entity in NY with Core Wafer Systems? Well, you probably can't. Hence the whole fiction about filings (see link below). How many shares did all these fancy consultants get paid over the course of the past year to construct this pile of horse hockey?

And, I wonder, how many of those shares have already been dumped on the market?

The fiction will probably stand unless and until someone challenges it for ANY reason in court and brings in real lawyers to argue and then, who knows? Neither APII nor Core Wafer Systems have a very good track record of winning their lawsuits. Ha!

I do expect it to create a bit of a problem come the Uplisting (like that'll happen) unless, of course, the SEC scrutinizes the details the same way FINRA does. Ha!

Of course, it's just a theory. But if doing it once wasn't enough, Gary repeated the booboo when he created COREwafer Industries in Nevada in March. Name and symbol change were approved by FINRA in May. Then, Gary neglected to merge APII Florida into COREwafer until June - but FIRST he had to revoke the SECOND dissolution of APII Florida filed this year. Yup. He dissolved the company again, only to have to revoke the dissolution - again - in order to merge out of Florida.

No wonder they haven't filed the Certificate of Merger in NY.

The Florida documents can be downloaded here: 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=
Definition of "reverse triangular merger" here: http://www.investopedia.com/terms/r/rtm.asp
The fiction about filings: http://www.otcmarkets.com/financialReportViewer?symbol=WAFR&id=95395 (btw, after you download this document do a "Get info" on it and note who the author is. Ha!)

The really funny part - I'm an amateur who can figure this out. These guys are "professionals." Right. Professional whatzis's?