Randolph Hudson
To Me Dean M. Denton
Jun 23 at 11:03 PM
Hi Ernest,
I hope you are well. May I thank you for your recent inquiry, which is referenced as the subject hereof. I apologize for not replying to your e-mail sooner; however, I received your e-mail over-the-weekend and I had to verify some facts with NPT's stock transfer agent and with FINRA today before I replied to you.
When interpreting my statements in this e-mail, please, make certain that you understand my words as I have written them. In recent weeks, my staff has provided me with reports of shareholder and/or investor activities on various chitchat sites and message boards; on which in numerous messages, certain participants on those sites have COMPLETELY misconstrued my statements (and those of Mike). The truth of the matter is that there are a number of individuals who make statements that only a god could interpret. Moreover, should you choose to share this e-mail with anyone, for which you have my consent, you must use my comments in their entirety, without editing or referencing certain select quotations for your dissemination purposes. In certain words, please do not "read between the lines" in my e-mails to you or any other shareholder. There should be no misinterpretation of my statements, as they have been stated and remain to date.
Please note: Nothing in this or in any other e-mail that I sent before - to any shareholder and/or investor - contains "non-public" information. From those aforementioned reports, it appears that certain shareholders and/or investors are under the misapprehension that Mike and I are selective in terms of our replies to certain inquiries. This is not true. We simply reply to those e-mails and phone calls that we have time to answer, as there are far too many for us to reply to in any given day or week, respectively.
To continue, National Properties Trust (formerly Encounter Development Technologies, Inc. fictitiously doing business as Carnegie Investment Corp., a Colorado corporation) ("NPT"), is NOT affiliated with Encounter Technologies, Inc., a Delaware corporation. NPT was never affiliated with that corporation other than as the result of both corporations having the same principal and/or control shareholders; however, I will explain what, I perceive to be, the former control shareholders' and senior executive managements' plan by having incorporated that corporation and certain of the company's other subsidiaries with a similar name below.
NPT's subsidiaries (although today inactive) are (were): CyberCastingCorp.com, a Nevada corporation, CybAirCorp, a Nevada corporation, Encounter Technologies, Inc., a Florida corporation, Camera Crew Inc., a Florida corporation, and RTR Media Inc., a Florida corporation. All of these subsidiaries have been defunct for quite some months and/or years, respectively, and their respective assets, if any, are the subject of disputes; they are unusable; or, they are not worth any investment by NPT to further their continuing development and/or use. (Among these disputed or unusable assets, among others, are Film Rookie, and MusicMatrix.)
The reports that I have been trying to prepare and file with OTC Markets will contain this, and other, material information on NPT's activities. While I have indicated this report was to have been filed with OTC on numerous occasions over the past three months, new events, like those that I just described to you, continue to surface; thus, it has been nearly impossible for me to file accurate reports. However, with the information I received today, I can state with relative certainty that NPT will file its consolidated report for the years-ended December 31, 2012 and 2013, its quarterly reports for the quarters-ended March 31 and June 30, and its current report with OTC, within the next three weeks.
A part of my research today concerned the CUSIP identifiers that are presently in use by NPT. According to CUSIP Service Bureau, NPT's new (active) CUSIP is 29259V108. However, because the former control shareholders (not Carrie Cosner) did not submit a notification to FINRA of corporate actions, including the company's name change from "Encounter Technologies, Inc." to "Encounter Development Technologies, Inc." in 2011, this CUSIP, supposedly, has not been used as reference for the company's common stock. Moreover, according to Pacific Stock Transfer, the CUSIP they use to identify the company's shares (under the name Encounter Technologies, Inc., which was a previous name of the public company in Colorado) is 29259J204. There is one additional active CUSIP for a class of the company's preferred stock; however, that CUSIP identifier was not made available to me today. Be they shares under the name "Encounter Technologies, Inc." or "Encounter Development Technologies, Inc.", they represent the shares of common stock of the public company that is now named "National Properties Trust", which is and has been a Colorado corporation from the date of its (initial) formation and incorporation.
Next, in reply to your further question, allow me to provide you with the company's official position in respect of the cash and stock dividends that the company authorized and distributed in prior years. (I, personally, verified this information with a FINRA representative two weeks ago.)
The company's former board(s) of directors authorized the following stock dividends: the most recent dividend was a 31 for 30 forward split, which was paid on April 29, 2011 (subject to each shareholder's surrender of his certificate(s)), and, the stock dividend prior to that was paid on February 8, 1999, and reflected a 1 for 20 reverse split of the company's common stock. The stock dividend that was proposed to occur between the company, DUTV, and PTEL was cancelled by the former control shareholders (i.e., the DiBiases). (I can confirm that this stock dividend was cancelled, as I spoke directly to PTEL's Chairman and President three weeks ago.)
In the case of many microcap companies, at often times, the control shareholders and/or members of the companies' senior executive management teams, will form new corporations with identical names in different jurisdictions for the purpose of selling new investors shares in a company that the new investors "perceive" to be the publicly traded corporation. After those control shareholders and/or executive officers (in every case, insiders of the companies) have "hyped" and "milked" the public companies' stocks for what the shares were worth - to them, for their personal gain, they begin to sell shares in the companies with identical names in different jurisdiction. Similarly, these control shareholders also increase the number of authorized shares and/or issued shares so they can enter into spurious stock sale programs. Here's the way the scam works: A public company that has exhausted all reputable means of raising capital will approach a company that offers to "advance" the public company money in exchange for shares of its common stock. Usually, the "target" public company must have a consistent and high average daily trading volume, the reason for which I will explain in a moment. Then, the "buyer" will have the target public company "sell" them, for example, 500 Million shares of its common stock in exchange for $5,000. The condition is that the target public company will continue to "hype" its stock, so the "buyer" can sell off the stock over a period time (e.g., generally, one year or less), so the "buyer" can pull its money out and reap huge profits. This, in fact, was the case with Encounter, which issued billions of shares in exchange for only several thousand dollars. Not only does this "sale and purchase" system wrongfully dilute the public company's bona fide shareholders (i.e., those that paid god money to the buy their shares), the SEC and FINRA frown on this type of transaction. In Encounter's case, one so-called "buyer" was indicted and the other fled the jurisdiction.
The matter of NPT's CUSIP identifiers will, essentially, be moot in about two weeks. The company's notification is being submitted to FINRA tomorrow with the effective date of the 1000:1 reverse split to become effective on 5 July. As one of the consequences of this corporate action, the company will obtain a new CUSIP identifier for shares of its post-reversal stock issued in the name of "National Properties Trust". NPT will honor all shares under its former CUSIP identifiers when properly redeemed by the shareholders for new shares in NPT.
Lastly, I regret that I cannot comment on the business or affairs of CWIR, as I am not an officer of that company. As I am only a one-half control shareholder and as the vice-chairman of the board, I must rely on Mike, as CWIR's Chairman, President, and Chief Executive Officer, to make announcements on CWIR's behalf. However, I can state with all certainty that NO merger or consolidation will occur between NPT and CWIR. (May I also state that NPT has NO connection with PTEL or DUTV. Neither company was acquired or operated under the aegis of the Hudson and Grande fund complex.) As was previously announced, CWIR will continue to own its assets and properties and will own the controlling interests in HFBG and ONCO.
I hope this information will prove itself to be informative.
As always, I invite you to e-mail or call me (at (702) 546-6480) with your questions or comments. If time permits, I will reply to your inquiry.
Thank you for your continuing interest in National Properties Trust (US.ENTI.PK).
Best Regards,
Randy Hudson
(This e-mail contains previously released public information. The dissemination of this e-mail in its entirety is authorized by the sender.)
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Randolph S. Hudson
Direct Telephone and Text Messaging (702) 546-6480
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