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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999
Washington, D.C. 20549 Estimated average burden
Hours per response ..14.90
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
ENCOUNTER.COM INC.
_________________________________________________________________
(Name of Issuer)
Common
_________________________________________________________________
(Title of Class of Securities)
29256N109
______________________________________
(CUSIP Number)
FEBRUARY 4, 2000
__________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
SEC 1745 (3-98) Page 1 of 5
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CUSIP No. 29256N109
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1. Names of Reporting Persons: Dave Cleveland
I.R.S. Identification Nos. of above persons (entities
only).:
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [_]
3. SEC Use Only:
4. Citizenship or Place of Organization: U.S.A.
Number of 5. Sole Voting Power: 12,363,099
Shares Bene-
finically by --------------------------------------------------------
Owned by Each 6. Shared Voting Power:
Reporting
Person With: --------------------------------------------------------
7. Sole Dispositive Power: 12,363,099
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8. Shared Dispositive Power:
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9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 12,363,099
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions):
11. Percent of Class Represented by Amount in Row (9): 37.5%
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12. Type of Reporting Person (See Instructions)
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IN
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Page 2 of 5
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CUSIP No. 29256N109
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Item 1.
(a) Name of Issuer: Encounter.com Inc.
(b) Address of Issuer's Principal Executive Offices: 6900
Westcliff Drive, Suite 608
Las Vegas, Nevada 89145
Item 2.
(a) Name of Person Filing: Dave Cleveland
(b) Address of Principal Business Office or, if none, Residence:
8981 NE Highway, Number 104
Kingston, Washington 98346
(c) Citizenship: U.S.A.
(d) Title of Class of Securities: Common
(e) CUSIP Number: 295256N109
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E):
(f) [_] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F):
(g) [_] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
:
(h) [_] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813):
(i) [_] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3):
(j) [_] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount Beneficially owned: 12,363,099
(b) Percent of Class: 37.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 12,363,099
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of: 12,363,099
(iv) Shared power to dispose or to direct the disposition of:
Page 3 of 5
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CUSIP No. 29256N109
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [_]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
Item 8 Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
Page 4 of 5
CUSIP No. 29256N109
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
10-15-00
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/s/ Dave Cleveland
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Dave Cleveland
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Name/Title
Page 5 of 5
