UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No._____)
CHEETAH OIL & GAS LTD.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
163076201
(CUSIP Number)
Robert McAllister
c/o Golden Aria Corp.
483
Holbrook Rd E, Kelowna BC Canada V1X 7H9
250-870-2219
(Name, Address and Telephone Number of Person Authorized to Receive
Notices of Communication)
October 29, 2008
(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 which is the
subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting persons 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).
- 2 -
1
|
NAME OF REPORTING PERSONS
Robert McAllister
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
3
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SEC USE ONLY
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4
|
SOURCE OF FUNDS
PF
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canadian
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
1,704,930
1
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8
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SHARED VOTING POWER
Nil
|
9
|
SOLE DISPOSITIVE POWER
1,704,930
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10
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SHARED DISPOSITIVE POWER
Nil
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,704,930
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
15.89%
2
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14
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TYPE OF REPORTING PERSON
IN
|
____________________________________________
1
Ownership
consists of an aggregate of 1,704,930 shares of common stock of the Issuer
broken down as follows: (i) 1,304,930 shares of common stock held directly by
Mr. McAllister, (ii) 300,000 shares of common stock acquireable on exercise of
outstanding stock options within 60 days of the date hereof. (iii) 100,000
shares of common stock acquireable on the exercise of outstanding stock warrants
within 60 days of the date hereof.
2
Calculation based on
10,728,674 shares of Common Stock issued and outstanding as of December 31,
2009.
Item 1. Security and Issuer
This Schedule 13D is being filed on behalf of Robert
McAllister, (Reporting Person) relating to the shares of common stock, par
value $0.001 (Common Stock) of Cheetah Oil & Gas Ltd., a corporation
formed under the laws of the State of Nevada (the Issuer). The principal
executive office of the Issuer is 483 Holbrook Rd E, Kelowna BC Canada V1X
7H9.
Item 2. Identity and Background
(a)
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Robert McAllister,
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(b)
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The principal business addresses of the Reporting Person
is 483 Holbrook Rd E, Kelowna BC Canada V1X 7H9.
|
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(c)
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Mr. McAllister is the President and Director of the
Issuer and the President and Director of Cheetah Oil & Gas Ltd.,
another public company.
|
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(d)
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The Reporting Person has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
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(e)
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The Reporting Person has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
where, as a result of such proceeding, there was or is a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
|
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(f)
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Mr. McAllister is a Canadian
citizen.
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Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired the shares of common stock in a
number of transactions between July 31, 2008 and November 27, 2009. In
aggregate, the shareholdings are as follows:
No. of Shares
|
Percentage of Holdings
|
Beneficial Owner
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1,704,930
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15.89%*
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Robert McAllister
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*
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Robert McAllister is the sole shareholder and beneficial
owner of 1,304,930 shares of common stock and options to buy another
300,000 shares of common stock and warrants to buy another 100,000 shares
of common stock (collectively the Shares).
|
The Shares were acquired as follows:
- 2 -
Date
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Amount
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(A) or
(D)
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Price
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Amount of Securities
Beneficially Owned
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Direct (D) or Indirect
(I)
Ownership
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July-2008
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200,000
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A
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$0.10
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200,000
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D
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July-2008
|
2,000
|
A
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$0.50
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202,000
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D
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August-2008
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50
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A
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$0.40
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202,050
|
D
|
August-2008
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1,000
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A
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$0.50
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203,050
|
D
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December-2008
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1,500
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A
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$0.05
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204,550
|
D
|
December-2008
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250
|
A
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$0.03
|
204,800
|
D
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December-2008
|
130
|
A
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$0.03
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204,930
|
D
|
September-2009
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1,200,000
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A
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$0.05
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1,404,930
|
D
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September-2009
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100,000
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A
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$0.05
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1,504,930
|
D
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Septemeber-2009
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100,000
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A
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$0.20
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1,604,930
|
D
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November-2009
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100,000
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A
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$0.10
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1,704,930
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D
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*All shares listed above are after taking into consideration
the stock consolidation in August 2009, thus all share quantities and prices are
post-consolidation.
Item 4. Purpose of the Transaction
The Reporting Person acquired the Shares for investment
purposes. Depending on market conditions and other factors, the Reporting Person
may acquire additional shares of the Issuers common stock as it deems
appropriate, whether in open market purchases, privately negotiated transactions
or otherwise. The Reporting Person also reserve the right to dispose of some or
all of the shares in the open market, in privately negotiated transactions to
third parties or otherwise.
The Reporting Person expect to evaluate on an ongoing basis the
investment in the Issuer, and may from time to time acquire additional or
dispose of shares of common stock (in each case, depending upon general
investment policies, market conditions and other factors) or formulate other
purposes, plans or proposals regarding The Issuer or the common stock held by
the Reporting Person to the extent deemed advisable in light of general
investment policies, market conditions and other factors. Any such acquisitions
or dispositions may be made, subject to applicable law, in open market
transactions, privately negotiated transactions or, in the case of dispositions,
pursuant to a registration statement. The Reporting Person may act independently
in evaluating and effecting any such transactions.
Except as set forth elsewhere in this Schedule 13D, none of the
Reporting Person has any plans or proposals which relate to or would result
in:
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(a)
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The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
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(b)
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An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or
management of the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
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(e)
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Any material change in the present capitalization or
dividend policy of the issuer;
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(f)
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Any other material change in the issuer's business or
corporate structure, including but not limited to, if the issuer is a
registered closed-end investment company, any plans
or
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- 3 -
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proposals to make any changes in its investment policy
for which a vote is required by Section 13 of the Investment Company Act
of 1940;
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(g)
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Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
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(h)
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Causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
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(j)
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Any action similar to any of those enumerated
above
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Item 5. Interest in Securities of the Issuer
Mr. McAllister is a director and executive officer of the
Issuer.
|
(a)
|
Robert McAllister has beneficial ownership of an
aggregate of 1,704,930 shares of common stock of the Issuer broken down as
follows: (i) 1,304,930 shares of common stock held directly by Mr.
McAllister, (ii) 300,000 shares of common stock acquireable on exercise of
outstanding stock options within 60 days of the date hereof, (iii) 100,000
shares of common stock acquireable on the exercise of outstanding stock
warrants within 60 days of the date hereof;
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(b)
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See Item 5(a) above
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(c)
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Mr. McAllister received on November 27, 2009, from the
Issuer, 100,000 stock options to buy 100,000 common shares at a price of
$0.10 per share.
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(d)
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Not applicable
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(e)
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Not applicable
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as referenced above or as described in Items 3, 4 and 5
to the knowledge of the Reporting Person, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such person and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finders fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. The responses set forth in Item 3 hereof are
incorporated by reference in their entirety.
Item 7. Material To Be Filed as Exhibits
99.1 Not applicable
- 4 -
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D is true,
complete and correct.
Date: January 8, 2010
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/s/
Robert McAllister
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Signature
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Robert
McAllister
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Name/Title
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Cheetah Oil and Gas (CE) (USOTC:COHG)
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