0001085037-17-000059.txt : 20170605 0001085037-17-000059.hdr.sgml : 20170605 20170605141708 ACCESSION NUMBER: 0001085037-17-000059 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170605 DATE AS OF CHANGE: 20170605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHEETAH ENTERPRISES, INC. CENTRAL INDEX KEY: 0001637197 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 371763227 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89578 FILM NUMBER: 17890787 BUSINESS ADDRESS: STREET 1: CONDOMINIO TORRES PASEO COLON #604 CITY: SAN JOSE STATE: G2 ZIP: 00000 BUSINESS PHONE: 011-506-8730-1923 MAIL ADDRESS: STREET 1: CONDOMINIO TORRES PASEO COLON #604 CITY: SAN JOSE STATE: G2 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mulhern Ed CENTRAL INDEX KEY: 0001708429 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: SUITE #310 - 1922 9TH AVENUE CITY: SEATTLE STATE: WA ZIP: 98101 SC 13D 1 schedule13d.htm SCHEDULE13D



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934

CHEETAH ENTERPRISES, INC.
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

16308G 109
(CUSIP Number)

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)

May 25, 2017
(Date of Event which Requires Filing of this Statement)
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  [   ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.
*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).
 

 


CUSIP No.
16308G 109

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ed Mulhern
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
     
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                       [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
SOLE VOTING POWER
 
16,770,000
 
8
SHARED VOTING POWER
 
Nil
 
9
SOLE DISPOSITIVE POWER
 
16,770,000
 
10
SHARED DISPOSITIVE POWER
 
Nil
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,770,000 shares of common stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
      [   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82%(1)
14
TYPE OF REPORTING PERSON (See Instructions)
OO
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.
 
2

 

Item 1.  Security and Issuer
This Statement relates to shares of common stock with $0.001 par value per share of Cheetah Enterprises, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at Condominio Torres Paseo Colon #604, San Jose, Costa Rica.
Item 2.  Identity and Background
(a)
Name:
Ed Mulhern
(b)
Residence or business address:
Ed Mulhern – Suite #310 - 1922 9th Avenue, Seattle, Washington  98101
(c)
Mr. Mulhern is Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and director of the Issuer and a citizen of United States.
(d)
Ed Mulhern has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(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.
Item 3.  Source and Amount of Funds or Other Consideration
On May 25, 2017, the Issuer entered into a purchase agreement with Shane Drdul, a majority stockholder of the Issuer. On May 25, 2017, and in accordance with such agreement, the Mr. Drdul sold to Mr. Mulhern 16,770,000 shares of common for total consideration of US$34,000.
Item 4.  Purpose of Transaction
The Reporting Persons acquired the securities of the Issuer for investment purposes, but may transfer or sell such securities as necessary and in accordance with applicable securities laws.
As of the date hereof, except as described above, the Reporting Persons do not have any plans or proposals which relate to or would result in:

 
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
     
 
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
     
 
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
     
 
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;
     
 
Any material change in the present capitalization or dividend policy of the Issuer;
     
 
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;
     
 
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;
     
 
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;
     
 
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
     
 
Any action similar to any of those enumerated above.
Item 5.  Interest in Securities of the Issuer

(a)
The aggregate number and percentage of common stock of the Issuer beneficially owned by Ed Mulhern is 16,770,000 shares, or approximately 82% of outstanding common stock of the Issuer (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).
   
(b)
Ed Mulhern has the sole power to vote or direct the vote, and to dispose or direct the disposition of 16,770,000 shares of common stock of the Issuer.
   
(c)
The response to Item 3 is responsive to this Item.
   
(d)
Not applicable
   
(e)
Not applicable
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7.  Material to Be Filed as Exhibits
 
10.1
 
 
3

 

Signature
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 5, 2017
/s/ Ed Mulhern 
Signature
 
Ed Mulhern

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
 
4
EX-10.1 2 purchaseagreement.htm EXHIBIT 10.1 - PURCHASE AGREEMENT


 
AFFILIATE STOCK PURCHASE AGREEMENT
This Affiliate Stock Purchase Agreement (this "Agreement"), is made as of May 25, 2017, by and between Shane Drdul, a businessperson, of Condominio Torres Paseo Colon #604, San Jose Costa Rica (the “Seller”) and Edward Mulhern, a businessperson, of 1922 9th Ave #310, Seattle, Washington 98101 (the “Purchaser”).
RECITALS
WHEREAS, the Seller is the owner of 16,770,000 restricted shares of common stock of Cheetah Enterprises, Inc., a Nevada corporation (the "Company"); and
WHEREAS, the Seller proposes to sell to the Purchaser 16,770,000 restricted shares of common stock of the Company (the "Purchased Shares"), on the terms set forth herein.
In consideration of the premises, representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.                    PURCHASE AND SALE
1.1                 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares at a purchase price per share of approximately U.S. $0.002 for an aggregate purchase price of US $34,000 (the "Purchase Price") payable on the Closing Date (as defined below).
2.                   REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.1                 The Seller warrants, covenants and represents to the Purchaser with the intention of inducing the Purchaser to enter into this Agreement that:
(a)
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;
(b)
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;
(c)
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");
 

(d)
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;
(e)
as of the Closing Date, the Seller will not be indebted to the Company and the Company will not be indebted to the Seller;
(f)
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.
(g)
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;
(h)
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;
(i)
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;
(j)
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
(k)
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.
2.2                   The Seller represents that all the above representations stated to be true as of the date of this Agreement will be true as of the Closing Date.

3.                     REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
3.1                   The Purchaser represents and warrants to the Seller that the Purchaser:
(a)
has the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated;
(b)
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;
(c)
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
(d)
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
The foregoing representations and warranties are inserted for the exclusive benefit of the Purchaser and may be waived in all or in part by the Purchaser by notice in writing to the Seller.
4.                   INDEMNIFICATION
4.1                 The Seller hereby agrees to indemnify and hold harmless the Purchaser and the Company against any losses, claims, damages or liabilities to which the Purchaser or the Company may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon taxes or any contracts payable by or for which the Company has the primary liability prior to or at the Closing Date; and in particular, any misrepresentation of the Seller as contained herein, which shall survive Closing.  Damages of the Purchaser are not limited to the amount the Seller receives hereunder but will include the Purchaser’s or the Company’s actual cost of any claim and full costs of negotiations and for defence.
5.                  MISCELLANEOUS
5.1               The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions of this Agreement.

5.2                There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein specified.
5.3                This Agreement will be governed by and construed in accordance with the laws of the state of Nevada. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of Nevada with respect to any legal proceedings arising from this Agreement.
5.4                The representations and warranties of the parties contained in this Agreement shall survive the Closing Date and shall continue in full force and effect for a period of 12 months.
5.5                This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.
5.6                Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.
5.7                This Agreement may be executed in counter-parts, all of which taken together will constitute one original.
Each of the parties hereto has executed this Agreement to be effective as of the day and year first above written.

/s/ Shane Drdul
Shane Drdul
/s/ Edward Mulhern 
Edward Mulhern