Statement of Changes in Beneficial Ownership (4)
November 07 2018 - 10:52AM
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 Stockholder
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(Last)
(First)
(Middle)
681 PORTLAND AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2016
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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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11/7/2018
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2/12/2016
(2)
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G
(3)
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374280000
(4)
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D
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$0
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11402934383
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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 of the date and time of this report, the Reporting Person owns 11,777,214,383 shares of the Issuer's common stock.
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(2)
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On or about February 12, 2016, the Reporting Person, indirectly through First Hudson Trust of New York (SEC CIK 000129448) ("First Trust") and Electronic Merchant Systems Rochester, Inc. (SEC CIK 0001595280) ("EMSR"), entered into a stock purchase agreement; whereby, First Trust and EMSR sold their control shares in Central Wireless, Inc., a Colorado corporation (SEC CIK 0000814070) (US.CWIR.PK) ("Central"), to Charles Townsend of Roseville, California. First Trust and EMSR have continually noticed Mr. Townsend that he is in default under that certain stock purchase agreement; principally, because he never issued shares to 16 persons who were required to be issued shares under that certain agreement. Consequently, the Reporting Person, from shares that he owns in the Issuer, is offering to settle with those persons who are entitled to shares in Central and who have not received them, by issuing them shares in the Issuer.
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(3)
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For purposes of interpretation, the Reporting Person is gifting the shares to the settling shareholders of Central Wireless, Inc., a Colorado corporation ("Central").
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(4)
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The original number of shares to be issued as settlement to persons entitled to receive shares in Central Wireless, Inc., a Colorado corporation ("Central") was to have been 674,280,000 shares. Pursuant to the settlement, the Reporting Person is issuing 374,280,000 shares to the settling parties, as the Reporting Person previously transferred Schooner Equities LLC 300,000,000 shares as a part of a larger settlement. The Issuer's chief administrative officer and First Hudson Trust of New York, the ownership of which is indirectly claimed by the Issuer's President, are among those entitled to receive Central shares for their prior service to Central.
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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 Stockholder
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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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