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EX-32.1 - CERTIFICATION - CHEETAH ENTERPRISES, INC.chta_ex321.htm
EX-31.1 - CERTIFICATION - CHEETAH ENTERPRISES, INC.chta_ex311.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended November 30, 2017 

 

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from [  ] to [  ]

 

Commission file number 000-55667

 

CHEETAH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

37-1763227

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

 

Suite #310 – 1922 9th Avenue Seattle, WA

 

98101

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 206-650-1791

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange On Which Registered

N/A

 

N/A

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.001 par value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨ No x

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

o

Accelerated filer

¨

Non-accelerated filer

o

(Do not check if a smaller reporting company)

Smaller reporting company

x

 

Emerging Growth Company

x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on May 31, 2017, was $Nil based on a $Nil average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter (there was no bid or ask price of our common shares during this quarter).

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

 

20,691,050 common shares as of April 2, 2018.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 
 
 
 

 

TABLE OF CONTENTS

 

Item 1.

Business

 

3

 

Item 1B.

Unresolved Staff Comments

 

5

 

Item 2. 

Properties

 

5

 

Item 3.

Legal Proceedings

 

5

 

Item 4.

Mine Safety Disclosures

 

5

 

Item 5. 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

6

 

Item 6.

Selected Financial Data

 

6

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

6

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

9

 

Item 8.

Financial Statements and Supplementary Data

 

F-1

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 

 

10

 

Item 9A. 

Controls and Procedures

 

10

 

Item 9B.

Other Information 

 

11

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

12

 

Item 11.

Executive Compensation

 

15

 

Item 12. 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

17

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

18

 

Item 14.

Principal Accounting Fees and Services

 

18

 

Item 15.

Exhibits, Financial Statement Schedules

 

19

 

 

 
2
 

 

PART I

 

Item 1. Business

 

Forward Looking Statements

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this annual report and unless otherwise indicated, the terms “we”, “us” and “our” mean Cheetah Enterprises, Inc. and our wholly-owned subsidiary Cheetah Autos S.A. (a Costa Rica corporation), unless otherwise indicated.

 

General Overview

 

We were incorporated under the laws of the State of Nevada on June 27, 2014. From inception, we were in the business of providing quality used vehicles at a reasonable cost to customers in Costa Rica, through our wholly-owned Costa Rican subsidiary, Cheetah Autos S.A.

 

On May 25, 2017, and pursuant to a purchase agreement dated May 24, 2017, Shane Drdul, a majority stockholder of our company, sold to Ed Mulhern 16,7700,000 shares of our common stock for total consideration of $34,000. Mr. Mulhern paid the $34,000 purchase price for these shares using cash on hand. The shares sold by Mr. Drdul constitute all of all of the shares of common stock of our company owned by him.

 

Immediately after the completion of this purchase, Mr. Mulhern held approximately 82% of our issued and outstanding common stock.

 

In connection with this purchase, on May 25, 2017, Mr. Mulhern was appointed as President, Secretary, Treasurer, Chief Executive Officer and a director of our company.

 

In addition, in connection with this purchase, on May 25, 2017, Juan Bordallo, a director of the Company until that date, resigned as a director of our company.

 

On February 8, 2018, our board of directors accepted the resignation of Shane Drdul as a director.

 

As of October 31, 2017, our wholly-owned subsidiary, Cheetah Autos S.A. discontinued operations, we are therefore, no longer in the business of auto sales in Costa Rica.

 

 
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We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. We have minimal revenues and limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities for funding.

 

Our Current Business

 

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

 

Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

 

Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTCQB, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.

 

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

 

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and director will continue to manage our company.

 

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K. 

 

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

 

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

 

The Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of November 30, 2017, the Company has a net loss of $77,178, an accumulated deficit of $143,900 and has earned minimal revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended November 30, 2018.

 

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings and through loans from officers and directors.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 
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Employees

 

We have no employees. Our officers and directors furnish their time to the development of our company at no cost and intend to do whatever work is necessary in order to continue to generate revenues. We do not foresee hiring any employees in the near future.

 

Research and Development

 

We have incurred $Nil in research and development expenditures over the last two fiscal years.

 

Intellectual Property

 

We do not currently have any intellectual property.

 

WHERE YOU CAN FIND MORE INFORMATION

 

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

 

Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 1B. Unresolved Staff Comments

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 2. Properties

 

Our principal business and corporate address is Condominio Torres Paseo Colon #604 San Jose, Costa Rica; our telephone number is 506-8730-1923. Our facilities are provided by our management on a rent free basis. We have no intention of finding, in the near future, other facilities during our development stage.

 

We do not, currently, have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

 

Item 3. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our shares of common stock were listed for quotation on the OTCPink of the OTC Markets on November 17, 2016. No trades of our common stock occurred prior to November 17, 2016.

 

Our shares are issued in registered form. ClearTrust LLC, 16540 Pointe Village Dr., Suite 205, Lutz FL 33558 (Telephone: (813) 235-4490; Facsimile: (813) 388-4549), is the registrar and transfer agent for our common shares.

 

On March 12, 2018, our company had 13 registered shareholders with 20,566,050 shares of common stock outstanding.

 

Dividend Policy

 

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

 

Equity Compensation Plan Information

 

We do not have any equity compensation plans.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

We did not sell any equity securities which were not registered under the Securities Act during the year ended November 30, 2017 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended November 30, 2017.

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended November 30, 2017.

 

Item 6. Selected Financial Data

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report.

 

Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

 
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Plan of Operations and Cash Requirements

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

The following summary of our results of operations should be read in conjunction with our financial statements for the year ended November 30, 2017, which are included herein.

 

Our operating results for the year ended November 30, 2017, for the year ended November 30, 2016 and the changes between those periods for the respective items are summarized as follows:

 

 

 

Year Ended

 

 

 

 

 

 

 

 

November 30,

 

 

 

 

 

 

 

 

2017

 

 

2016

 

 

Change

 

 

%

 

Revenue

 

$ -

 

 

$ -

 

 

$ -

 

 

 

-

 

General and administrative expenses

 

 

15,262

 

 

 

2,239

 

 

 

13,023

 

 

 

582 %

Professional fees

 

 

37,675

 

 

 

31,222

 

 

 

6,453

 

 

 

21 %

Loss from discontinued operations

 

 

(24,241 )

 

 

(1,751 )

 

 

(22,490 )

 

 

1,284 %

Net loss

 

$ (77,178 )

 

$ (35,212 )

 

$ (41,966 )

 

 

119 %

 

Our financial statements report a net loss of $77,178 for the year ended November 30, 2017 compared to a net loss of $35,212 for the year ended November 30, 2016. Our losses have increased by 41,966, primarily as a result of an increase in loss from discontinued operations and general and administrative expenses.

 

Our operating expenses for the year ended November 30, 2017 were $52,937 compared to $33,461 for the year ended November 30, 2016. The increase in operating expenses was primarily as a result of DTC fee of $12,000.

 

The increase in loss from discontinued operation was primarily as a result of impairment loss of inventory of $18,535.

 

Liquidity and Financial Condition

 

Working Capital

 

 

 

November 30,

 

 

November 30,

 

 

 

 

 

 

 

 

 

2017

 

 

2016

 

 

Change

 

 

%

 

Current assets

 

$ 1,673

 

 

$ 42,168

 

 

$ (40,495 )

 

 

(96 %)

Current liabilities

 

$ 2,097

 

 

$ 38,079

 

 

$ (35,982 )

 

 

(94 %)

Working capital (deficiency)

 

$ (424 )

 

$ 4,089

 

 

$ (4,513 )

 

 

(110 %)

 

Our working capital decreased as of November 30, 2017, as compared to 2016, primarily due to a decrease in cash of $19,293 and inventory of $19,267 as of November 30, 2017, offset by a decrease in accounts payable of $35,982

 

Cash Flows

 

 

 

Year Ended

 

 

 

 

 

 

 

 

November 30,

 

 

 

 

 

 

 

 

2017

 

 

2016

 

 

Change

 

 

%

 

Cash used in operating activities

 

$ (91,958 )

 

$ (26,392 )

 

$ (65,566 )

 

 

248 %

Cash provided by financing activities

 

$ 72,665

 

 

$ 14,473

 

 

$ 58,192

 

 

 

402 %

Cash and cash equivalents on hand

 

$ 1,673

 

 

$ 20,966

 

 

$ (19,293 )

 

 

(92 %)

 

 
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Operating Activities

 

Net cash used in operating activities was $91,958 for the year ended November 30, 2017 compared with net cash used in operating activities of $26,392 in the same period in 2016.

 

Investing Activities

 

We did not use any cash for investing activities during the years ended November 30, 2017 and 2016.

 

Financing Activities

 

Net cash from financing activities was $72,665 for the year ended November 30, 2017, compared to $14,473 used in financing activities in the same period in 2016.

 

Contractual Obligations

 

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

 

Going Concern

 

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have generated limited revenues and have limited operating history. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as included in this Annual Report, for disclosures regarding the Company's critical accounting policies and estimates.

 

 

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Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on our company's financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

 
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Item 8. Financial Statements and Supplementary Data

 

CHEETAH ENTERPRISES, INC.

 

Consolidated Financial Statements

 

For the Year Ended November 30, 2017 and 2016:

 

Index to the Audited Financial Statements

 

 

Page

 

Report of Independent Registered Public Accounting Firm

 

F-2

 

Consolidated Balance Sheets

 

F-3

 

Consolidated Statements of Operations

 

F-4

 

Consolidated Statements of Stockholders' Equity

 

F-5

 

Consolidated Statements of Cash Flows

 

F-6

 

Notes to the Consolidated Financial Statements

 

F-7

 

 
F-1
 

 

 

Green & Company, CPAs

A PCAOB Registered Accounting Firm

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of

Cheetah Enterprises, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cheetah Enterprises, Inc. (the Company) as of November 30, 2017 and 2016, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended November 30, 2017 and 2016, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2017 and 2016, and the results of its operations and its cash flows for the year ended November 30, 2017 and 2016, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and an accumulated deficit. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Green & Company, CPAs

 

Tampa, FL 33618

April 20, 2018

 

We have served as the Company’s auditor since 2015.

 

 

13907 N Dale Mabry Hwy, Suite 102

Tampa, FL 33618

813.606.4388

 

 

 
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CHEETAH ENTERPRISES, INC.

Consolidated Balance Sheets

 

 

 

November 30,

 

 

November 30,

 

 

 

2017

 

 

2016

 

ASSETS

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 1,673

 

 

$ 20,966

 

Prepaid and other current assets

 

 

-

 

 

 

1,935

 

Inventory from discontinued operations

 

 

-

 

 

 

19,267

 

Total Current Assets

 

 

1,673

 

 

 

42,168

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 1,673

 

 

$ 42,168

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 2,097

 

 

$ 37,479

 

Accounts payable and accrued liabilities from discontinued operations

 

 

-

 

 

 

600

 

Total Current Liabilities

 

 

2,097

 

 

 

38,079

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

2,097

 

 

 

38,079

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

Preferred stock: 10,000,000 authorized; $0.001 par value

 

 

 

 

 

 

 

 

No shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock: 125,000,000 authorized; $0.001 par value

 

 

 

 

 

 

 

 

20,566,050 and 20,466,050 shares issued and outstanding November 30, 2017 and 2016, respectively

 

 

20,566

 

 

 

20,466

 

Additional paid in capital

 

 

122,910

 

 

 

50,345

 

Accumulated deficit

 

 

(143,900 )

 

 

(66,722 )

Total Stockholders' Equity (Deficit)

 

 

(424 )

 

 

4,089

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$ 1,673

 

 

$ 42,168

 

 

See notes to the audited consolidated financial statements.

 

 
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CHEETAH ENTERPRISES, INC.

Consolidated Statement of Operations

 

 

 

Year Ended

 

 

 

November 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

15,262

 

 

 

2,239

 

Professional fees

 

 

37,675

 

 

 

31,222

 

Total Operating Expenses

 

 

52,937

 

 

 

33,461

 

 

 

 

 

 

 

 

 

 

Net loss from operations

 

 

(52,937 )

 

 

(33,461 )

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of tax benefits

 

 

(24,241 )

 

 

(1,751 )

 

 

 

 

 

 

 

 

 

Net loss

 

$ (77,178 )

 

$ (35,212 )

 

 

 

 

 

 

 

 

 

Basic and dilutive loss per common share

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

20,510,708

 

 

 

20,162,431

 

 

See notes to the audited consolidated financial statements.

 

 
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CHEETAH ENTERPRISES, INC.

Consolidated Statement of Stockholders' Equity

For the Years Ended November 30, 2017 and 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Additional

 

 

 

 

Stockholders'

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid in

Capital

 

 

Accumulated

Deficit

 

 

Equity

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2015

 

 

19,018,843

 

 

$ 19,019

 

 

$ 37,319

 

 

$ (31,510 )

 

$ 24,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued for cash at $0.01 per shares

 

 

1,447,207

 

 

 

1,447

 

 

 

13,026

 

 

 

-

 

 

 

14,473

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(35,212 )

 

 

(35,212 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2016

 

 

20,466,050

 

 

$ 20,466

 

 

$ 50,345

 

 

$ (66,722 )

 

$ 4,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued for cash at $0.2 per shares

 

 

100,000

 

 

 

100

 

 

 

19,900

 

 

 

-

 

 

 

20,000

 

Debt forgiven by related party

 

 

-

 

 

 

-

 

 

 

52,665

 

 

 

-

 

 

 

52,665

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(77,178 )

 

 

(77,178 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2017

 

 

20,566,050

 

 

$ 20,566

 

 

$ 122,910

 

 

$ (143,900 )

 

$ (424 )

 

See notes to the audited consolidated financial statement.

 

 
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CHEETAH ENTERPRISES, INC.

Consolidated Statement of Cash Flows

 

 

 

Year Ended

 

 

 

November 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$ (77,178 )

 

$ (35,212 )

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Inventory

 

 

19,267

 

 

 

(11,317 )

Prepaid expenses and other assets

 

 

1,935

 

 

 

(1,935 )

Accounts payable

 

 

(35,982 )

 

 

22,072

 

Net Cash used in Operating Activities

 

 

(91,958 )

 

 

(26,392 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Net Cash used in Investing Activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceed from loan from related party

 

 

52,665

 

 

 

-

 

Proceeds from issuance of common stock

 

 

20,000

 

 

 

14,473

 

Net Cash provided by Financing Activities

 

 

72,665

 

 

 

14,473

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(19,293 )

 

 

(11,919 )

Cash and cash equivalents, beginning of period

 

 

20,966

 

 

 

32,885

 

Cash and cash equivalents, end of period

 

$ 1,673

 

 

$ 20,966

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Related party debt forgiven

 

$ 52,665

 

 

$ -

 

 

See notes to the audited consolidated financial statements.

 

 
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CHEETAH ENTERPRISES, INC.

Notes to the Consolidated Financial Statements

November 30, 2017 and 2016

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Cheetah Enterprises, Inc. (the “Company”) is a Nevada corporation incorporated on June 27, 2014. It is based in Seattle, WA. The Company incorporated a wholly-owned subsidiary, “Cheetah Autos S.A.” in Costa Rica on September 26, 2014. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is November 30. 

 

The Company buys and locally sells used automobiles in the Costa Rican market. As of October 31, 2017, our wholly-owned subsidiary, Cheetah Autos S.A. discontinued operations, we are therefore, no longer in the business of auto sales in Costa Rica.

 

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Consolidation

 

These financial statements include the accounts of the Company and the wholly-owned subsidiary, Cheetah Autos S.A. All material intercompany balances and transactions have been eliminated.

 

Basis of Presentation

 

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 as amended (the “Securities Act”) for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $1,673 and $20,966 in cash and cash equivalents as of at November 30, 2017 and 2016, respectively.

 

Inventory

 

Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out ("FIFO") method. As of November 30, 2017 and 2016, the Company had unsold inventory of $0 and $19,267, respectively.

 

 
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Net Loss Per Share of Common Stock

 

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

The following table sets forth the computation of basic earnings per share, for the year ended November 30, 2017 and 2016: 

 

 

 

Year Ended

 

 

 

November 30,

 

 

 

2017

 

 

2016

 

Net loss

 

$ (77,178 )

 

$ (35,212 )

 

 

 

 

 

 

 

 

 

Weighted average common shares issued and outstanding (Basic and Diluted)

 

 

20,510,708

 

 

 

20,162,431

 

 

 

 

 

 

 

 

 

 

Net loss per share, Basic and Diluted

 

$ (0.00 )

 

$ (0.00 )

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

Concentrations of Credit Risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

 

Financial Instruments

 

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

 
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Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company's financial instruments consist principally of cash, inventory, prepaid and other current assets, and accounts payable. Pursuant to ASC 820, the fair value of these financial instruments are determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the Company's other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

Foreign Currency Translations

 

The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Costa Rican Colon. All transactions initiated in Costa Rican Colones are translated into U.S. dollars in accordance with ASC 830-30, “Translation of Financial Statements,” as follows:

 

 

(i) 

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

 

(ii) 

Equity at historical rates.

 

(iii) 

Revenue and expense items at the average rate of exchange prevailing during the period.

 

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.

 

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. No significant realized exchange gains or losses were recorded during the year ended November 30, 2017 and 2016.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. See note 6.

 

Commitments and Contingencies

 

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of November 30, 2017 and 2016.

 

Revenue Recognition

 

The Company will recognize revenue from the sale of products and services in accordance with ASC 605, “Revenue Recognition.” The Company will recognize revenue only when all of the following criteria have been met:

 

i)

Persuasive evidence for an agreement exists;

 

ii)

Service has been provided;

 

iii)

The fee is fixed or determinable; and,

 

iv)

Collection is reasonably assured.

 

 
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Recent Accounting Pronouncements

 

In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

 

In May 2014, the FASB issued some accounting standards update which modifies the requirements for identifying, allocating, and recognizing revenue related to the achievement of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidance is effective for fiscal and interim periods beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

 

Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

 

NOTE 3 - GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of November 30, 2017, the Company has a net loss of $77,178, an accumulated deficit of $143,900 and has earned minimal revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ended November 30, 2018.

 

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings and through loans from officers and directors.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 4 - EQUITY

 

Preferred Stock

 

The Company has authorized 10,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

 

Common Stock

 

The Company has authorized 125,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

During the year ended November 30, 2017, the Company issued 100,000 shares of common stock for cash of $20,000

 

 
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During the year ended November 30, 2016, the Company issued to unaffiliated investors, 1,447,207 shares of common stock at $0.01 per share for $14,473.

 

As of November 30, 2017 and 2016, 20,566,050 and 20,466,050 shares of common stock were issued and outstanding, respectively.

 

NOTE 5 - PROVISION FOR INCOME TAXES

 

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the quarter ended December 31, 2017. The Company’s financial statements for the year ended December 31, 2017 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes.

 

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

 

 

 

November 30,

 

 

November 30,

 

 

 

2017

 

 

2016

 

Income tax expense at statutory rate

 

$ (26,241 )

 

$ (11,972 )

Effect of change in the statutory rate

 

 

18,707

 

 

 

-

 

Valuation allowance

 

 

7,534

 

 

 

11,972

 

Income tax expense per books

 

$ -

 

 

$ -

 

 

Net deferred tax assets consist of the following components as of:

 

 

 

November 30,

 

 

November 30,

 

 

 

2017

 

 

2016

 

NOL Carryover

 

$ 30,219

 

 

$ 22,685

 

Valuation allowance

 

 

(30,219 )

 

 

(22,685 )

Net deferred tax asset

 

$ -

 

 

$ -

 

 

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $143,900 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. Income taxes for November 30, 2017 and 2016 remain subject to examination.

 

 
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NOTE 6 - RELATED PARTY TRANSACTIONS

 

Other

 

The controlling shareholder has pledged his support to fund continuing operations during the development stage; however there is no written commitment to this effect. The Company is dependent upon the continued support.

 

The officer and director of the Company may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

During the year ended November 30, 2017 and 2016, the Company recorded management fees of $1,900 and $0, respectively.

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES

 

The Company has no commitments or contingencies as of November 30, 2017 and 2016.

 

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations.

 

NOTE 8 – DISCONTINUED OPERATIONS

 

On October 31, 2017, the Company decided to exit the field of selling used automobiles in the Costa Rican market.

 

The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Consolidated Statements of Operations to present this business in discontinued operations.

 

The following table shows the results of operations of the Company for the years ended November 30, 2017 and 2016 which are included in the loss from discontinued operations:

 

 

 

Year Ended

 

 

Year Ended

 

 

 

November 30,

 

 

November 30,

 

 

 

2017

 

 

2016

 

Revenue

 

$ 4,094

 

 

 

11,081

 

Cost of goods

 

 

(4,167 )

 

 

(10,326 )

Gross profit

 

 

(73 )

 

 

755

 

General and administrative

 

 

439

 

 

 

706

 

Management fees

 

 

5,194

 

 

 

1,200

 

Professional fees

 

 

-

 

 

 

600

 

Impairment of inventory

 

 

18,535

 

 

 

-

 

Operating loss

 

 

(24,241 )

 

 

(1,751 )

Earnings from discontinued operations before income taxes

 

 

(24,241 )

 

 

(1,751 )

Income tax provision

 

 

-

 

 

 

-

 

Loss from discontinued operations, net of tax

 

 

(24,241 )

 

 

(1,751 )

 

NOTE 9 - SUBSEQUENT EVENTS

 

On February 16, 2018, the Company issued 125,000 shares of common stock for cash of $25,000.

 

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no additional events have occurred that require disclosure.

 

 
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

 

Item 9A. Controls and Procedures

 

Evaluation Of Disclosure Controls And Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (our chief executive officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.

 

Management's Annual Report On Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for our company.

 

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

 

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

Under the supervision and with the participation of our chief executive officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of November 30, 2017, based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

 

Management assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the following material weaknesses:

 

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

 

 
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Inadequate Segregation Of Duties: We have an inadequate number of personnel to properly implement control procedures.

 

Lack Of Audit Committee & Outside Directors On The Company's Board Of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

 

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

 

Management, including our chief executive officer4, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

 

Changes In Internal Controls Over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended November 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information

 

None.

 

 
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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 

Name

Position Held with the Company

Age

Date First Elected or

Appointed

Ed Mulhern

President, Chief Executive Officer,

Chief Financial Officer and Director

59

 

June 8, 2017

 

Business Experience

 

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

Ed Mulhern – President, Chief Executive Officer, Chief Financial Officer and director.

 

Mr. Mulhern has a diverse business background highlighted by multiple successful tenures in the software industry with some of the most preeminent Software companies in the country.

 

Mr. Mulhern graduated in the top 5% percentile of his class from the British Columbia Institute of Technology in 1980 with a degree in Global Business Studies.

 

Mr. Mulhern began his career with Hunt International, a global real estate acquisition, ownership and investment business. Edward served as an Analyst for the firm responsible for identifying opportunities in direct-owned assets and public-private partnerships.

 

In 1997, Mr. Mulhern was recruited by Ingram Micro. A Fortune 500 global technology and supply chain services Company providing technology solutions to businesses around the world. As an Account Manager, Mr. Mulhern’s focus was to provide educational resources to prospective and existing small business clients, driving the sale of their technical product, services and programs.

 

In 2002, Mr. Mulhern joined Onvia Inc. Onvia is a global leader in Business to Government sales intelligence. As an Account Specialist, Mr. Mulhern functioned as an intermediary with public companies and was responsible for ensuring strong adoption and maximized engagement of the Onvia platform.

 

Our company believes that Mr. Mulhern's professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. 

 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

 

Employment Agreements

 

We have no formal employment agreements with any of our directors or officers.

 

Family Relationships

 

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

 

 
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Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 

 

1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 

 

 

 

2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

 

 

 

3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

 

 

 

4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

 

 

 

5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 

 

 

6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Compliance with Section 16(A) of the Securities Exchange Act of 1934

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

 

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended November 30, 2017, the filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.

 

 
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Code of Ethics

 

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our officers, including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

 

 

1.

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

2.

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

 

3.

compliance with applicable governmental laws, rules and regulations;

 

4.

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

 

5.

accountability for adherence to the Code of Business Conduct and Ethics.

 

Our Code of Business Conduct and Ethics requires, among other things, that all of our senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

 

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within the Company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to the Company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Business Conduct and Ethics by another.

 

We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Cheetah Enterprises, Inc. Suite #310 – 1922 9th Avenue Seattle, WA, 98101.

 

 
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Board and Committee Meetings

 

Our board of directors held no formal meetings during the year ended November 30, 2017. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

 

Nomination Process

 

As of November 30, 2017, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

 

Audit Committee

 

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.

 

Audit Committee Financial Expert

 

Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.

 

Item 11. Executive Compensation

 

The particulars of the compensation paid to the following persons:

 

 

(a) our principal executive officer;

 

 

 

 

(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended November 30, 2017 and 2016; and

 

 
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(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended November 30, 2017 and 2016, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

 

SUMMARY COMPENSATION TABLE

Name and Principal Position

 

Year

 

Salary

($)

 

Bonus

($)

 

Stock

Awards

($)

 

Option Awards

($)

 

Non-Equity Incentive Plan Compensa-tion

($)

 

Change in Pension

Value and Nonqualified Deferred Compensa-tion Earnings

($)

 

All

Other Compensa-tion

($)

 

Total

($)

 

Ed Mulhern(1) President, CEO,

CFO and Director

 

2017

2016

 

Nil

N/A

 

Nil

N/A

 

Nil

N/A

 

Nil

N/A

 

Nil

N/A

 

Nil

N/A

 

Nil

N/A

 

Nil

N/A

 

Shane Drdul(2) Former President, CEO,

CFO, Treasurer and Director

 

2017

2016

 

7,094

 Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

7,094

Nil

 

Juan Bordallo(3)

Former Secretary and Director

 

2017

2016

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

Nil

Nil

 

 

 

(1) Mr. Mulhern was appointed President, CEO, CFO and Director on May 25, 2017.

 

 

 

 

(2) Mr. Drdul was appointed President, CEO, CFO, Treasurer and Director on July 7, 2014 and resigned as President, CEO, CFO and Treasurer on May 25, 2017 and as a director on February 8, 2018.

 

 

 

 

(3) Mr. Bordallo was appointed as Secretary and Director on July 7, 2014 and resigned all positions on May 25, 2017.

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 

Grants of Plan-Based Awards

 

During the fiscal year ended November 30, 2017 we did not grant any stock options.

 

Option Exercises and Stock Vested

 

During our fiscal year ended November 30, 2017 there were no options exercised by our named officers.

 

Compensation of Directors

 

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

 

No compensation was paid to non-employee directors for the year ended November 30, 2017.

 

 
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Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of March 12, 2018, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common and preferred stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common and preferred stock, except as otherwise indicated.

 

Name and Address of Beneficial Owner

 

Amount and Nature of Beneficial Ownership

 

 

Percentage of

Class(1)

 

Edward Mulhern Seattle WA 98101

 

 

16,770,000

 

 

 

81.54 %

Directors and Executive Officers as a Group 

 

 

16,770,000

 

 

 

81.54 %

_________________ 

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 12, 2018. As of March 12, 2018 there were 20,566,050 shares of our company’s common stock issued and outstanding.

 

Changes in Control

 

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

 

 
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Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended November 30, 2017, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

 

Director Independence

 

We currently act with one director, Ed Mulhern.

 

We have determined we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

 

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

 

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

 

Item 14. Principal Accounting Fees and Services

 

The aggregate fees billed for the most recently completed fiscal year ended November 30, 2017 and for fiscal year ended November 30, 2016 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

 

 

Year Ended

 

 

 

November 30,

2017

 

 

November 30,

2016

 

Audit Fees

 

$ 11,500

 

 

$ 13,500

 

Audit Related Fees

 

Nil

 

 

Nil

 

Tax Fees

 

Nil

 

 

Nil

 

All Other Fees

 

Nil

 

 

Nil

 

Total

 

$ 11,500

 

 

$ 13,500

 

 

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

 
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PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a) Financial Statements

 

 

(1) Financial statements for our company are listed in the index under Item 8 of this document.

 

 

 

 

(2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

(b) Exhibits

 

Exhibit

Number

Description

Incorporated by Reference

 

 

Form

 

Exhibit

 

Filing Date

(3)

 

(i) Articles of Incorporation (ii) Bylaws

 

 

3.1

 

Articles of Incorporation, as filed with the Nevada Secretary of State

 

S-1

 

3.1

 

March 17, 2015

3.2

 

Certificate of Amendment to Articles of Incorporation

 

S-1

 

3.2

 

March 17, 2015

3.3

 

By-laws

 

S-1

 

3.3

 

March 17, 2015

(14)

 

Code of Ethics

 

 

14.1

 

Code of Ethics

 

10-K

 

14.1

 

February 29, 2016

(21)

 

Subsidiaries of Registrant

 

 

21.1

 

Subsidiaries of Registrant

 

10-K

 

21.1

 

February 29, 2016

(31)

Rule 13a-14 (d)/15d-14d) Certifications

 

 

31.1*

Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

 

(32)

Section 1350 Certifications

 

 

32.1**

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

 

101**

Interactive Data File

 

 

101.INS

XBRL Instance Document

 

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

* Filed herewith.

** Furnished herewith

 

 
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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

CHEETAH ENTERPRISES, INC.

 

 

(Registrant)

 

Dated: April 20, 2018

/s/ Ed Mulhern

 

 

Ed Mulhern

 

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: April 20, 2018

/s/ Ed Mulhern

 

 

Ed Mulhern

 

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

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