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Maria56

05/17/12 4:26 PM

#19941 RE: TJG #19937

APII is a managing member of NEX Global USA, LLC. That means APII is part owner AND a manager.

The meaning of "MGRM" from the amendment filed April 9, 2012 with the Florida Dept of State:


From the Florida Dept of State page for NEX Global USA, LLC:

Manager/Member Detail Name & Address
Title MGRM POLISTENA, GARY
419 LAFAYETTE STREET
NEW YORK NY 10003
Title MGRM MCWILLIAMS, TERESA
3001 W. HALLANDALE BEACH BLVD. SUITE 313
PEMBROKE PARK FL 33009 US
Title MGRM ACTION PRODUCTS INTERNATIONAL INC.
3001 W. HALLANDALE BEACH BLVD. SUITE 313
PEMBROKE PARK FL 33009 YS


Note the MGRM in front of Action Products International.

http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=L12000007890&inq_came_from=NAMFWD&cor_web_names_seq_number=0000&names_name_ind=&names_cor_number=&names_name_seq=&names_name_ind=&names_comp_name=NEXGLOBAL&names_filing_type=

Finally, some information from legalzoom which you'll find agrees with any number of other results to the google search "llc manager vs managing member":

"States require LLC owners or organizers to file articles of organization, sometimes called certificate of organization or another variation, with the secretary of state. In this document, LLC owners state whether they intend to manage the LLC or have other non-owner managers."

"If the LLC elects to be manager-managed, then the managers usually have no equity stake in the company."

"Managing members act similarly to officers and directors of a corporation. This scenario is common in smaller LLCs, such as single-member LLCs. Usually, a single-member LLC is member managed similarly to a sole proprietorship. An LLC with just a few members can be member managed and function like a partnership. In these scenarios, members act as shareholders, officers and directors for the company."


"Members act as shareholders, officers and directors for the company." Shareholders, i.e., owners, i.e., have an "interest."

http://info.legalzoom.com/llc-manager-vs-managing-member-4300.html

All of which means Gary signed the APII/CWS merger agreement with a statement which contradicts the information HE provided to the state of Florida. If Gary somehow messed up on his filing for NEX Global USA, LLC, is he really qualified to be CEO of Corewaffer Industries, Inc?

AP-i-yi!!
Maria, who does not have to make any of this stuff up because APII and CWS make up more than enough to go around