Statement of Changes in Beneficial Ownership (4)
October 04 2018 - 8:54AM
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)
Control Shareholder, Chairman
/
Pres., Treas., CFO
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(Last)
(First)
(Middle)
540 HOWARD STREET, SECOND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/4/2018
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(Street)
SAN FRANCISCO, CA 94105-3012
(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
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10/4/2018
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10/3/2018
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I
(1)
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100000000
(2)
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D
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$20000
(3)
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12777214383
(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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The Issuer's principal executive officer and control stockholder, Randolph S. Hudson, issued 100,000,000 shares of the Issuer's common stock held by him to Edwin Mendlinger to satisfy an obligation of the Issuer. Mr. Mendlinger serves as a non-exclusive consultant to the Issuer. Mr. Mendlinger is assisting the Issuer with certain matters relating to its restructuring.
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(2)
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Kindly refer to footnote 1.
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(3)
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The Issuer's shares were issued to Mr. Mendlinger at the open bid and ask prices as of the effective date of the transaction.
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(4)
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The Reporting Person owns all of the issued and outstanding shares of the control stock (Series A Preferred Stock) of the Issuer and, following this reported transaction, owns approximately 42.5% of the Issuer's common stock.
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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
540 HOWARD STREET
SECOND FLOOR
SAN FRANCISCO, CA 94105-3012
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X
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X
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Control Shareholder, Chairman
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Pres., Treas., CFO
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Signatures
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Randolph S. Hudson
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10/4/2018
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**
Signature of Reporting Person
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Date
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Reporting Person
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10/4/2018
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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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