CHEETAH ENTERPRISES, INC.
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(Name of Issuer)
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Common Stock, $0.001 Par Value
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(Title of Class of Securities)
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16308G 109
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(CUSIP Number)
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copy to:
Ed Mulhern
Suite #310 - 1922 9th Avenue Seattle, Washington 98101 Tel: (206) 650-1791 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 25, 2017
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(Date of Event which Requires Filing of this Statement)
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CUSIP No.
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16308G 109
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Ed Mulhern
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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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)
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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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
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16,770,000
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8
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SHARED VOTING POWER
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Nil
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9
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SOLE DISPOSITIVE POWER
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16,770,000
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10
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SHARED DISPOSITIVE POWER
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Nil
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,770,000 shares of common stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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82%(1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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12) |
Calculated based on the aggregate of 16,770,000 shares, which consists of 20,466,050 shares issued and outstanding as of May 25, 2017.
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(a) |
Name:
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(b) |
Residence or business address:
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(c) |
Mr. Mulhern is Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and director of the Issuer and a citizen of United States.
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(d) |
Ed Mulhern has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e) |
Ed Mulhern has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 finding any violation with respect to such laws.
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•
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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•
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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•
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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•
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Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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•
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Any material change in the present capitalization or dividend policy of the Issuer;
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•
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Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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•
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Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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•
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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•
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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•
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Any action similar to any of those enumerated above.
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10.1
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Dated: June 5, 2017
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/s/ Ed Mulhern
Signature |
Ed Mulhern
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(a)
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immediately prior to and at the date on which the closing of the purchase and sale of the Purchased Shares occurs (the "Closing Date"), the Seller shall be the legal and beneficial owner of the Purchased Shares and on the Closing Date, the Seller shall transfer to the Purchaser the Purchased Shares free and clear of all liens, restrictions, covenants or adverse claims of any kind or character;
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(b)
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the Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby;
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(c)
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as of the date of this Agreement, the Seller is, or has been during the past ninety (90) days, an officer, director, 10% or greater shareholder or "affiliate" of the Company, as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act");
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(d)
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to the best of the knowledge, information and belief of the Seller there are no circumstances that may result in any material adverse effect to the Company or the value of the Purchased Shares that are in existence as of the date of this Agreement or may hereafter arise;
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(e)
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as of the Closing Date, the Seller will not be indebted to the Company and the Company will not be indebted to the Seller;
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(f)
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as of the date of this Agreement, the authorized capital of the Company consists of 125,000,000 shares of common stock, par value US $0.001 per share, of which a total of 20,466,050 shares have been validly issued, are outstanding and are fully paid and non-assessable; and 10,000,000 shares of Preferred Stock, par value $0.001, of which none are issued.
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(g)
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as of the date of this Agreement, no person, firm or corporation has any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to require the Company to issue any shares in its capital or to convert any securities of the Company or of any other company into shares in the capital of the Company;
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(h)
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as of the date of this Agreement, the Company has no liability, due or accruing, contingent or absolute, and is not directly or indirectly subject to any guarantee, indemnity or other contingent or indirect obligation with respect to any other person or company not shown or reflected in the Company’s most recent unaudited financial statements (the "Financial Statements") filed on EDGAR which will not be paid in full either from the Purchase Price or forgiven prior to payment of the Purchase Price; and the Seller will pay any outstanding liability of the Company with the Purchase Price;
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(i)
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all contracts of the Company are terminated as of the date hereof and no liability or continuing obligations remain under any contracts of the Company;
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(j)
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as of the date of this Agreement, the Company has good and marketable title to all of its assets, and such assets are free and clear of any financial encumbrances not disclosed in the Financial Statements; and
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(k)
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as of the date of this Agreement, there are no claims threatened or against or affecting the Company nor are there any actions, suits, judgments, proceedings or investigations pending or, threatened against or affecting the Company, at law or in equity, before or by any Court, administrative agency or other tribunal or any governmental authority or any legal basis for same.
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(a)
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has the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated;
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(b)
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understands and agrees that offers and sales of any of the Purchased Shares prior to the expiration of a period of 6 months after the date of completion of the transfer of the Purchased Shares as contemplated in this Agreement , or such shorter period as may be required under the Securities Act (the "Restricted Period"), shall only be made in compliance with the safe harbor provisions set forth in Regulation S promulgated under the Securities Act, pursuant to the registration provisions of the Securities Act or pursuant to an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the Securities Act or pursuant to an exemption therefrom;
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(c)
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is acquiring the Purchased Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Purchased Shares; and
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(d)
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has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring the Purchased Shares
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