NEWS! HUDSON AND GRANDE-CONTROLLED COMPANIES ANNOUNCE PRIVATE PLACEMENT
Jan 27, 2014
OTC Disclosure & News Service
Rochester, NY -
ROCHESTER, NEW YORK, January 27, 2014. The newly appointed Board of Directors of Central Wireless, Inc. (US.CWIR.PK) ("Central") announces that Central will participate in a private placement of its securities that is exempt from the registration requirements of the Securities Act of 1933 together with other companies that are controlled by Michael P. Grande and Randolph S. Hudson.
Offering Participants.
The companies that will be participating in the offering are Central Wireless, Encounter Development Technologies, Inc. (US.ENTI.PK), Real American Capital Corporation (US.RLAB.PK), Apple Rush Company, Inc. (US.APRU.PK), Hall of Fame Beverages, Inc. (US.HFBG.PK), Oncology Medical, Inc. (US.ONCO.PK), First Intercity Bancsystems, Inc., in-organization, and Hudson and Grande, Inc., the holding company for all of the aforementioned companies (through its qualified public company successor, the name of which is expected to be announced by weeks-end). In part, this placement is being made available because there are not a sufficient number of shares in certain of the company's public floats to accommodate "buy" orders.
Amount of the Offering.
The amount of the offering is $2,500,000.
Offering Proceeds.
The proceeds of the offering will be allocated, proportionately, among the participants to the offering, as such are specified in the private placement memorandum. Generally, the use of proceeds from this placement will be used (a) to complete the acquisition of certain real property in Rochester, New York for the collective use by the companies' from which to operate their businesses, (b) to acquire an existing food and beverage facility in Rochester, New York, (c) to secure a facility in Colorado to grow and package marijuana, (d) to secure the equipment necessary to grow, cultivate, and harvest marijuana, (e) to obtain the state licenses to sell and/or dispense marijuana (in those states where the legal sale is permitted, plus the licensing fees in new jurisdictions where the sale will be permitted in 2014), (f) to purchase credit card processing equipment to supply merchants dealing in the sale and/or lawful distribution of marijuana, (g) to purchase new ATM machines, (h) to manufacture a suitable production run of lightly carbonated juice products for wholesale delivery, (i) to manufacture a suitable production run of energy drinks for sale to the public, (j) to distill and manufacture a suitable production run of an alcoholic beverage product that is proprietary to one of the participating companies and being offered for sale to the public, (k) to pay for the accounting and legal costs associated with bringing all of the companies current in their filings and reports to OTC Markets Group, Inc. ("OTC"), the Financial Industry Regulatory Authority "FINRA"), (l) to pay the fees to the Securities and Exchange Commission (the "SEC"), as such are related to the registration statements expected to be filed by each company, (m) to acquire a major interest in a small, state-chartered commercial bank (not First Intercity) for use by certain types of merchants in Colorado, (n) to pay certain fees to the State of New York associated with the ongoing organization of First Intercity; and (o) to manufacture a suitable production run of male enhancement capsules that are presently available to the public. The actual schedule of itemized expenses under the placement is set forth in the placement memorandum.
Shareholder and/or Investor Benefits.
Existing shareholders and/or new investors who subscribe to this offering will receive shares, accordingly, in ALL of the named companies. As an example, if a shareholder purchased one unit under the offering for $10, he or she would receive 100 shares of Hudson and Grande; 100,000 shares of Apple Rush; 100,000 shares of Encounter; 100 shares of First Intercity, 5,000 shares of Central; 100,000 shares of Hall of Fame; 3,500 shares of Oncology; and 500 shares of Real American. (The offering price for each company's stock is set forth in the placement memorandum.) Following the close of this offering, there will be no further dilution to the class "A", trading common stock of any of the participating companies.
Interested Investors.
Any person or entity interested in obtaining a copy of the private placement memorandum must send their request by e-mail to an account that was specifically created for this purpose. That e-mail address is handgoffering@post.com. For additional questions, please call Mr. Hudson at (585) 329-3581 or Mr. Grande at (585) 967-3198. (In addition to other forms of payment, credit cards will be accepted as payment for all subscription agreements through an affiliate of Electronic Merchant Systems Rochester, Inc.) THE TERMS, RISKS, AND PROVISIONS OF THE PLACEMENT ARE SET FORTH IN THE PRIVATE PLACEMENT MEMORANDUM. NO PERSON OR ENTITY OTHER THAN AUTHORIZED OFFICER OR DIRECTOR OF ONE OF THE AFOREMENTIONED COMPANIES IS AUTHORIZED TO PROVIDE ANY DETAILS ON THE PLACEMENT. ANY REPRESENTATION TO THE CONTRARY IS A FEDERAL OFFENSE. NEITHER THE SEC NOR ANY STATES SECURITIES' DEPARTMENT HAS PASSED ON THE MERITS OF THIS PLACEMENT. THERE ARE NUMEROUS RISKS ASSOCIATED WITH THIS OFFERING. EXISTING SHAREHOLDERS AND PROSPECTIVE INVESTORS ARE ENCOURAGED TO SEEK QUALIFIED PROFESSIONAL ADVICE PRIOR TO MAKING ANY INVESTMENT UNDER THE OFFERING.
