Washington, D.C. 20549
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
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*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be
"filed"
for the purpose of Section 18 of the Securities Exchange Act
of 1934 (
"Act"
) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1.
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Name of Reporting Person:
SEBASTIEN C. DUFORT
Taxpayer I. D. No.: 82-3715495
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds:
SC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
o
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6.
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Citizenship or Place of Organization:
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
7,100,000,000
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
7,100,000,000
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,100,000,000
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class Represented by Amount in Row (11)
32.6%
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14.
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Type of Reporting Person
IN
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ITEM 1. SECURITY AND ISSUER.
This schedule pertains
to the common stock, $0.001 par value per share ("Common Stock"), of Encounter Technologies, Inc., a Colorado corporation
("Issuer"). The CUSIP Identifier associated with the Issuer's Common Stock 29259J303. The Issuer's Common Stock is quoted
over-the-counter on the Link Alternative Trading System, which is managed and overseen by OTC Markets Group, Inc., under the symbol
"ENTI" (US.ENTI.PK).
The mailing address for the Issuer's principal
executive office is 4100 West Flamingo Road, Suite 2750, in Las Vegas, Nevada. The Issuer's principal phone number is (702) 546-6480,
and, the Issuer maintains a website at
http://www.enticolorado.com
.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the reporting
person hereunder is Sebastien C. DuFort ("Reporting Person"). The Reporting Person's business address is 200 West Sixth
Street in Lockport, Illinois.
The Reporting Person serves as the Chairman,
President, and Chief Executive Officer of IDGreen Corp. f/k/a IDGlobal Corp., a Colorado corporation, the common voting equity
securities of which are quoted over-the-counter on Link Alternative Trading System, which is managed and overseen by OTC Markets,
Inc., under the symbol "IDGC" (US.IDGC.PK). In addition, beyond February 2003, Mr. DuFort served as President of Voyager
Petroleum, Inc., now known as USA Recycling Industries, Inc., the common voting equity securities of which are quoted over-the-counter
since February 2003. Mr. DuFort has extensive financial and insurance experience both on the institutional and retail sides of
the business. He has held the position of managing director of a consulting firm that helps to facilitate real estate transactions
and has obtained funding in excess of one billion dollars for multiple projects through the years. Mr. DuFort was a consultant
for Linsco Private Ledger (1997-2001), LaSalle Street. (2001-2003). In addition to his positions with IDGreen, Mr. DuFort is President
of Farallon, Inc. a coffee procurement company that works with Café La Fortuna in Willowbrook, Illinois, which offers private-label
coffee for Harbour Trading (which made Oprah’s Christmas List in 2017. Mr. DuFort also heads up Monochrome Corp., a Colorado
corporation that specializes in CBD products, and, in December 2017, Mr. DuFort formed and organized Azure Blockchain Inc. in Colorado.
During the last five years, the Reporting Person
has not been convicted in any criminal proceeding (excluding the disclosures, as permitted, of traffic violations and similar misdemeanors).
During the last five years, the Reporting Person
was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or the finding any violation with respect to such laws.
The Reporting Person is a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person did not utilize any funds to effect the acquisition of the Issuer's Common Stock ("Acquisition")
reported hereunder.
The consideration to the Issuer for the issuance
of its Common Stock to the Reporting Person is described in the
Common Stock Purchase Agreement
, dated December 15,
2017, and described or referenced elsewhere in this schedule.
The Reporting Person and the Issuer view the
Acquisition to be a "security-based swap" as such phrase and transaction are described in
Exchange Act Release
34-64087
(dated, March 17, 2011)
and/or in
Exchange Act Release 34-64628
(dated, June 8, 2011)
.
The Reporting Person sold, transferred, assigned,
and delivered the Issuer 71,100,000 shares of voting securities ("IDGC Control Stock") owned by him in IDGreen Corp.
a/k/a IDGlobal Corp., a Colorado corporation, the common voting equity securities of which are quoted over-the-counter on the Link
Alternative Trading System, which is managed and overseen by OTC Markets Group, Inc., under the symbol "IDGC" (US.IDGC.PK)
("IDGC"), in exchange for the issuance to him of the Issuer's Common Stock.
The shares of the Reporting Person's Common
Stock acquired by him pursuant to the Acquisition are fully-paid and non-assessable.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer's purpose
of the transaction with the Reporting Person is to promote the collective growth and development of the Issuer and IDGC, for which
the Reporting Person serves as its Chairman, President, and Chief Executive Officer, for the specific purpose of inter-exchanging
the collective business strategies and knowledge of each of the Reporting Person and the Issuer's Chief Executive Officer, Randolph
S. Hudson, the shareholders and investors of the Issuer, and IDGC.
As the result of the transaction with the Reporting
Person, the Issuer acquired 51% voting control in IDGC by acquiring IDGC Control Stock from the Reporting Person. As such, there
were certain limitations imposed on the Reporting Person and the Issuer with respect to any disposition in future by the Issuer
of IDGC, its assets, and any subsidiary. The key to these impositions and limitations is the fact that the Issuer's control stockholder
must approve any such sale together with the Reporting Person and the Issuer's Board of Directors must unanimously approve any
such disposition of IDGC, any of its assets, or any subsidiary of IDGC.
As of the date of this schedule, there is no
contract or other arrangement with the Issuer that provides for the Reporting Person to purchase additional shares of the Issuer's
Common Stock. However, the Issuer contemplates, following the events described below under this item fourth that, the Issuer will
compensate the Reporting Person for serving on its board of directors, and for other matters' consultant for the business affairs
of the Issuer and/or its subsidiaries, in shares of the Issuer's Common Stock. Under any registered, qualified stock option plan,
the Reporting Person would have the ability to purchase additional shares in the Issuer, in addition to those shares which are
granted or awarded to him for his services to the Issuer.
The Issuer is conducting a number of extraordinary
corporate actions that the Issuer's Board of Directors anticipate will better serve its shareholders and others conducting business
with it, and, which will better serve IDGreen's shareholders and investors. To that extent, the Issuer will be filing a preliminary
information statement on Schedule 14-C not later than 12 January to describe the corporate actions that were unanimously adopted
by the Issuer's Board of Directors and approved by the written consent of the Issuer's control shareholder.
The specific corporate actions are (a) the
split down of the Issuer's Common Stock at the ratio of 1:15,000 shares; (b) to change the Issuer's Public Company Accounting Oversight
Board ("PCAOB")-qualified certifying public accountant; (c) to convert the shares of the holders of the Issuer's Series
B Preferred Stock to Common Stock; (d) to eradicate the Issuer's authorization to issue Series B Preferred Stock; (e) to eradicate
the Issuer's authorization to issue Series C Preferred Stock; (f) to restate the Issuer's Articles of Incorporation (x) to restate
the Issuer's authorized capital; and (g) to authorize the issuance to those persons who are to receive shares of the Issuer's Common
Stock prior to the effectiveness of the reverse split; (h) to authorize the Issuer's President to file a notification of corporate
actions with FINRA and to authorize him to undertake the specific corporate actions ("Corporate Actions").
As the result of the transaction with the Reporting
Person, the Issuer does not contemplate selling, transferring, or disposing of any of its assets, nor of those held in any of its
active or dormant subsidiaries.
The Issuer's Articles of Incorporation, as
amended, provide that the Issuer is required to have at least one person to serve on its Board of Directors. Prior to the transaction
that is subject to this schedule, the Issuer's President, Randolph S. Hudson, was the only member of the Issuer's Board of Directors.
As the result of the transaction being reported herein, the Reporting Person was appointed to the Issue's Board of Directors. The
terms of the Issuer's appointment provide that he shall serve until he resigns, until his death, or by operation of law. There
are no proposals to fill additional vacancies on the Issuer's Board of Directors; however, should the Issuer acquire any new asset,
it may be a condition to the acquisition, and depending on the asset's value and the terms of financing the acquisition of the
asset, to appoint the seller of the asset, or his representative, to the Issuer's Board of Directors as inducement for any seller
to enter into a transaction with the Issuer.
As of the date of the even reported herein,
there has not been any material change in the present capitalization or dividend policy of the Issuer. However, as the result and
as parts of the Corporate Actions, the Issuer will be effecting a split down of its Common Stock at the ratio of 1:15,000, the
conversion of the holders shares in the Issuer's Series B Preferred Stock to Common Stock at the required ratio of 4:1, the cancellation
of the Issuer's Series B Preferred Stock, the cancellation of the Issuer's Series C Preferred Stock, and the restatement of the
Issuer's Articles of Incorporation; whereby, the capital stock of the company will be restated to authorize the Issuer to issue
250,000,000 shares of Common Stock and 75,000,000 shares of Series A Preferred Stock. The Corporate Actions shall be subject to
review by FINRA. Due to FINRA's review, the Issuer is uncertain when the Corporate Actions will become effective, if at all.
On November 24, 2017, the Issuer filed a notification
on Form N-8A with the Commission. Pursuant to the Issuer's notification thereunder, the Issuer became subject to the Investment
Company Act of 1940 ("1940 Act"), and, the Issuer is required to file a registration statement under the Securities Act
of 1933 or the 1940 Act with the Commission not later than March 24, 2018. At present the Issuer will be reviewing its policies
to fully observe the requirements and provisions that govern 1940 Act companies. Presently, the Issuer has no plans or proposals
to change its investment policy; however, if the Issuer must become compliant with the rules and regulations of the 1940 Act, the
Issuer may have to adjust its investment policy.
Each of the Issuer's Articles of Incorporation,
as amended, its bylaws, or any other instrument, does not contain any provision to restrict or impede a change in control of the
Issuer. Notwithstanding this fact, the Issuer's control stock is that of its Series A Preferred Stock, the shares of which have
preferential and superior voting rights over the shares of the Issuer's Common Stock. Consequently, the holder of the Issuer's
control stock may approve or disapprove any corporate action or material event of the Issuer and may override any action(s) undertaken
by the holders of the Issuer's Common Stock, unless pursuant to the terms of any validly enforceable agreement or other voting
arrangement with the holders of the Issuer's Common Stock. As of the date of this schedule, there is no voting agreement between
the Issuer's control stockholder and the holder of any shares of Common Stock, except, as to the disposition by the Issuer of IDGC,
its assets, or its subsidiaries.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
As of the date of this schedule, the Issuer
has issued 28,865,593,734 shares of its Common Stock. Under the transaction being reported on this schedule, the Issuer issued
the Reporting Person 7,100,000,000 shares of Common Stock, which is included in the aforesaid aggregate amount. The Reporting Person
is the beneficial owner of the aforementioned shares of the Issuer's Common Stock and his percentage ownership of the Issuer's
total issued and outstanding Common Stock is 32.6%. The Reporting Person is not a member of any voting group, as that term is defined
in Section 13(d)(3) of the Act. The Reporting Person and the Issuer did timely comply with ownership disclosure requirements pursuant
to Section 16(a) of the Act, and did timely file the same with the Commission.
The Reporting Person has the sole power to
vote or to direct the vote and the sole power to dispose or to direct the disposition of the Issuer's Common Stock, which is the
subject of this schedule.
The transaction reported on this schedule is
the only transaction that required the filing of a Schedule 13D within the 60 days prior to the date hereof.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Issuer and the Reporting Person do not have any understanding with respect
to any preferential voting group or collective, and, the Reporting Person is not a member of any voting group with any holder of
the Issuer's Series A Preferred Stock or Common Stock.
The only arrangement the Issuer and the Reporting
Person agreed to in regard to the underlying transaction that required the filing of this schedule. The conditions to the stock
purchase agreement between the Issuer the Reporting Person that resulted in the Issuer's succession to the voting control of IDGC
are that, the Reporting Person was appointed to the Issuer's Board of Directors and that the Issuer's control stockholder must
approve any such sale
together
with the Reporting Person> Both the Issuer's and IDGC's Board of Directors must unanimously
approve any disposition, sale, transfer, or liquidation of IDGC, any of its assets, or any of its subsidiaries.
There were no fees, commissions, or other financial
instruments associated with or payable to any person or entity in connection with the transaction between the Issuer and the Reporting
Person.
Signature
After reasonable inquiry and to the best of
the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated December 18, 2017
at Village of Bannockburn, County of Lake, State
of Illinois.
/s/ Sebastien C. DuFort
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Sebastien C. DuFort
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("Reporting Person")
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