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Wednesday, 12/12/2012 1:14:08 PM

Wednesday, December 12, 2012 1:14:08 PM

Post# of 90375
The Core Wafer Systems/Action Products International merger is NOT completed.

The APII/WAFR Merger Agreement of April 19, 2012 states that the merger is effective when a Certificate of Merger is filed in NY.
http://www.otcmarkets.com/financialReportViewer?symbol=WAFR&id=78810

This was NOT changed per the amendment to the agreement published Nov 20, 2012:
http://www.otcmarkets.com/financialReportViewer?symbol=WAFR&id=95022

On Oct 22, 2012 WAFR PR stated:

COREwafer Industries, Inc. (OTC Pink: WAFR) reports that the merger filings, related to the acquisition of Core Wafer Systems, Inc., a technology leader in semiconductor testing, will be sent to the State of Nevada and the State of New York, respectively, this week.


On Oct 25, 2012, WAFR PR stated:

COREwafer Industries, Inc. (OTC Pink: WAFR) reports that the merger filings, related to the acquisition of Core Wafer Systems, Inc., a technology leader in semiconductor testing, have been sent to the State of Nevada and the State of New York.


http://www.otcmarkets.com/stock/WAFR/news

On Nov 26, 2012 WAFR published "WAFR/CWS NY NV CERTIFICATES OF MERGER AND DELIVERY CONFIRMATION on OTCMarkets:
http://www.otcmarkets.com/financialReportViewer?symbol=WAFR&id=95395

However, the NY DOS still shows Action Products International as Active.
http://appext9.dos.ny.gov/corp_public/CORPSEARCH.ENTITY_INFORMATION?p_nameid=4120818&p_corpid=4121668&p_entity_name=action%20products%20international&p_name_type=A&p_search_type=BEGINS&p_srch_results_page=0

According to the NY DOS:

"The answer to your question is Yes.  If a New York corporation merges into a foreign corporation, it must file a certificate of merger pursuant to Section 907 of the Business Corporation Law with the NYS Department of State.  Upon the filing of the certificate of merger by the NYS Department of State, the record relating to the New York corporation will indicate Inactive - Merged Out.

No certificate of merger has been filed by ACTION PRODUCTS INTERNATIONAL, INC.  ACTION PRODUCTS INTERNATIONAL, INC. is listed as an active domestic corporation.  You are respectfully referred to Section 907(f) of the Business Corporation Law which provides that upon the filing of the certificate of merger by the NYS Department of State (or a subsequent date as stated in the certificate of merger) the merger shall be effected."



Call or write the NY DOS. The phone number and an email contact are here:
http://www.dos.ny.gov/about/contact.asp?DCode=CORP