Statement of Changes in Beneficial Ownership (4)
November 07 2018 - 9:58AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Hudson Randolph S
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2. Issuer Name
and
Ticker or Trading Symbol
Encounter Technologies, Inc.
[
ENTI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
__
X
__ Other (specify below)
Chairman, Pres., CEO, Treas.
/
Control Stcokholder
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(Last)
(First)
(Middle)
681 PORTLAND AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/16/2018
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(Street)
ROCHESTER, NY 14621
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.001 par value per share
(1)
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11/6/2018
(2)
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10/16/2018
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I
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1000000000
(3)
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D
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$200
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11777214383
(4)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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As at the filing date of this report, and prior to the effect of the transaction described herein, the Reporting Person owns 12,777,214,383 shares of the Issuer's common stock.
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(2)
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The earliest transaction associated with this report is October 16, 2018; whereunder the Reporting Person agreed to transfer shares owned by him to four of the Issuer's officers and/or directors. The most recent transaction occurred on the filing date hereof, November 7, 2018.
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(3)
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The Reporting Person, in the interest of retaining qualified management, transferred 250,000,000 shares to each the Issuer's four officers and or directors under a discretionary transaction pursuant to 17 CFR 240.16b-3, because the Issuer's Omnibus Stock Plan has not been made to become effective. All of the subject shares will be subject to the restrictions applicable to persons who serve as officers, directors, and/or insiders of a U. S.-based public company pursuant to the applicability of Rules 144 and 145, respectively.
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(4)
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In addition to the shares of common stock owned by the Reporting Person following the event(s) described in this report, the Reporting Person continues to own 50,000,000 shares of the Issuer's Series A Preferred Stock.
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Remarks:
By the filing of this report, the Reporting Person deems that he is compliant under his ownership reporting requirements pursuant to Section 16 of the Securities Exchange Act of 1934.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hudson Randolph S
681 PORTLAND AVENUE
ROCHESTER, NY 14621
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X
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X
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Chairman, Pres., CEO, Treas.
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Control Stcokholder
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Signatures
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Randolph S. Hudson
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11/7/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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