SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
First Hudson Trust of New York

(Last) (First) (Middle)
4100 WEST FLAMINGO ROAD
SUITE 2750

(Street)
LAS VEGAS NV 89103-3949

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2015
3. Issuer Name and Ticker or Trading Symbol
National Properties Trust [ ENTI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock(1) 25,000,000(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The corporation's Series A Preferred Stock is the control stock.
2. On or about April 22, 2015, Electronic Merchant Systems Rochester, Inc. ("EMSR") and First Hudson Trust of New York ("First Trust") entered into a stock purchase agreement; whereby, an unrelated third party acquired 50,000,000 shares of the Series A Preferred Stock of the issuer. The aforementioned number of shares represented the control stock of the issuer, and each of EMSR and First Trust held 25,000,000 shares. The purchaser was notified of its default under that certain stock purchase agreement, and, consequently, the control shares reverted to EMSR and First Trust on June 20, 2015.
Remarks:
(Kindly refer to certain definitions of the parties' names in footnote second hereof.) As the result of the reversion of the control shares to First Trust and EMSR, Randolph S. Hudson, First Trust's Managing Administrative Trustee, once again became the issuer's Chairman, President, and Chief Executive Officer, and Michael P. Grande, the President of EMSR, once again became the issuer's Vice-Chairman.
Randolph S. Hudson, Administrative Trustee 03/08/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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