OTC Disclosure & News Service
HUDSON AND GRANDE ANNOUNCE ACQUISITION OF ENCOUNTER DEVELOPMENT TECHNOLOGIES AFFILIATE
Jan 15, 2014
OTC Disclosure & News Service
Rochester, NY -
ROCHESTER, NEW YORK, January 15, 2014. Michael P. Grande, the Chairman of the Board, President, and Chief Executive Officer of Electronic Merchant Systems Rochester, Inc., a New York corporation ("EMS"), and Randolph S. Hudson, the Managing Administrative Trustee of First Hudson Trust of New York, a Massachusetts trust organized under the laws of the State of Oklahoma ("First Hudson"), are pleased to announce the acquisition of Apple Rush Company, Inc., a Texas corporation (US.APRU.PK) ("Apple Rush"), by EMS and First Hudson as of this date.
Mr. Grande said, "Apple Rush and the introduction of its beverage products and distribution network will be a welcome addition, and will complement and better serve the shareholders of Encounter (Encounter Development Technologies Inc., a Colorado corporation (US.ENTI.PK)), in the overall plan that Randy [Hudson] and I have devised for all of the companies under our common control and ownership.".
Apple Rush, under the wisdom of its founder and creator, Robert J. Corr, a legend in the beverage industry dating back to the 1970's, has evolved to a customer-centric product that is a lightly carbonated, organic 100% juice product, and that is presently available in four different flavors, that Mr. Grande and Mr. Hudson intend to mass-test market in the Northeastern United States in the coming months, and, Apple Rush is now in negotiations with various distillers to manufacture a maltous (alcoholic) beverage that the company will introduce in certain, select markets in the Northeastern United States and in Nevada by the end of the third calendar quarter of 2014. Mr. Grande and Mr. Hudson have extensive connections in the bar and casino industries in New York, Florida, and Nevada. Mr. Hudson said, "Bob [Corr] has been and continues to be a true visionary in the beverage industry. Mike [Grande] and I are honored to work with him in developing Apple Rush's brands and to know him as an individual."
Mr. Hudson and Mr. Grande, together with Dean M. Denton, Tiffany L. Grande, will serve as interim, acting officers of the company until the board of directors appoints individuals who are qualified in their various fields of specialty to take the company to the next level. Of course, as the indirect control shareholders of Apple Rush, Mr. Grande and Mr. Hudson will remain on the company's board of directors following the appointment of its new officers and directors.
"Our goal is to unify all of the companies under our control to establish, fortify, and promote the Hudson and Grande brands in the banking, real estate, financial, lodging, and foodservice industries" said Mr. Grande.
Apple Rush will be one publicly traded operating segment of the companies that operates under the Hudson and Grande aegis of companies. The other companies that are affiliates of Encounter are Real American Capital Corporation, a Delaware corporation (US.RLAB.PK) ("Real American"), which will be reorganized as Dreamcatchers Entertainment International, Inc., a company that specializes in a variety of entertainment fields and internet product marketing; Oncology Medical, Inc., a Delaware corporation (US.ONCO.PK) ("Oncology"); and First Intercity Bancsystems, Inc. ("First Intercity") that is a company in-organization and that will conduct an initial public offering in the second or third calendar quarter of 2014. First Intercity will be a financial services company that will operate credit unions and offer credit cards, subprime auto loans, and subprime mortgages to its customers in New York, Michigan, Florida, and Nevada. (Mr. Hudson and Mr. Grande are in the process of submitting documents to regulators, initially, in the State of New York; they cannot estimate the date of effectiveness of any such approvals.)
Mr. Grande said, "Our idea is to assemble a group of companies that will benefit the shareholders of each company and that will offer quality products and services at a good value to the public. Moreover, each company under our control will benefit by providing products and services to the other companies in our group.".
Mr. Hudson added, "The public companies that we have acquired, and those that we will, most likely, continue to acquire, require significant actions and resolutions to remedy their current administrative and operational deficiencies. Following the completion of the necessary filings, notifications, and the submission of the reports required to be submitted by each company to various regulatory and self-regulatory agencies, Mike [Grande] and I will be able to proceed in causing each company to carry out their respective intended business purposes. Mike and I expect to be able to complete all of these administrative undertakings by the end of April ."
Mr. Grande and Mr. Hudson are also weighing the possibility of effecting a master revenue sharing agreement; whereby, the shareholders of each of the public companies under their ownership will share in the revenue from all of the companies. Mr. Hudson said, "Mike and I are checking with our attorneys to see if [the revenue sharing] is something we can effect with minimal notification and/or filings with the SEC and with various state's securities departments. A revenue sharing arrangement would only further serve to benefit our [collective] shareholders. We must make certain that we operate within the law and in the best interests of our shareholders."
Many of Encounter's shareholders and those of Oncology have suggested that one or both companies enter the field of growing, packaging, and dispensing marijuana. Mr. Grande and Mr. Hudson in past have deliberated this issue. Mr. Grande said, "Randy and I have considered this option in the past. The stocks of public companies that are engaged in growing and selling pot fluctuate. If we were to engage in this industry, we'd have to make certain that we operated in the bounds of the laws of the state in which we were growing and selling the marijuana, and, more importantly, we would have to consider the interests of the majority of our shareholders before we committed any of our companies to this field of endeavor.". Mr. Hudson added, "Mike and I have been evaluating a number of different scenarios to engage in this business. While each of us, personally, do not consume this product, it seems the majority of Americans have or do participate in the recreational or medically related use and application of this product. If our entry into this business would be viable and condoned by the state or states in which we engage in this business, and, if it were to provide a significant financial benefit to our shareholders, I think that Mike and I would be in favor of it."
Mr. Grande added, "Randy and I will keep Encounter's shareholders, and those of our other companies that are affiliated with Encounter informed with new developments as they occur.". Mr. Hudson added, "Our shareholders and investors should keep in mind that investing in ours or in any stock, particularly a "penny stock", present substantial risks. Our shareholders and investors should be informed of these risks and should rely on offering materials before buying our stocks. Mike and I are open to company-direct stock purchases that we can offer under one or more exemptions from the registration requirements of the Securities Act of 1933; however, the purchasers must be well informed of the terms and provisions of any such offerings and the risks involved to the shareholder or investor.".
Encounter's Board of Directors is coordinating with the board of directors of the other companies that operate under the aegis of Hudson and Grande to schedule its annual meeting in Las Vegas, Nevada, which meeting is tentatively planned to be held in mid to late-February. Encounter will provide information to its shareholders, accordingly, prior to the date and location for such meeting.
(The senior executive management of Encounter, Real American, Oncology, and Apple Rush seek safe harbor for their forward-looking statements, as such is permitted under the Private Securities Litigation Reform Act of 1995. Nothing contained in this announcement should be inferred to imply any offer neither to buy or sell securities nor to solicit the purchase or sale of any securities. Shareholders and investors are encouraged to seek professional guidance by a licensed investment adviser, attorney, or registered accountant before making any decision to buy or sell the securities of any company mentioned in this announcement.)
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