On October 12, 2017, the Company acquired all of the assets (the “Jasper Asset Purchase”) of 39307 Jasper Lowell RD Lowell OR 97452, The assets consist of 22 Acres of land (collectively, the “Assets”). Pursuant to the terms of the Jasper Asset Purchase, the Company agreed to provide in consideration $50,000 cash, 200,000,000 common shares, and 80,000 shares of Series B Preferred Stock. The Jasper Asset was owned and controlled by Bradley Dale Mowreader.
Cherubim Wyoming was incorporated on October 7, 2017, for the sole purpose of effecting the Merger and to re-domicile the Company in Wyoming. Cherubim Wyoming has an authorized share capital of 15,000,000,000 shares of common stock, par value $0.00001 per share (“Cherubim Wyoming Common Stock”), 3,000,000 shares of Series A Preferred Stock, and 50,000,000 shares of shares of Series B “blank check” preferred stock, par value $0.00001 per share. Prior to the Merger, the Company held 0 shares of Cherubim Wyoming, which amount constituted all of the issued and outstanding shares of Cherubim Wyoming, therefore, Cherubim Wyoming was a wholly-owned subsidiary of the Company. Prior to the Merger, Cherubim Wyoming had no assets, liabilities or business.
Pursuant to the Plan of Merger, (i) each share of the Company’s Common Stock was automatically converted into one (1) share of Cherubim Wyoming Common Stock, (ii) the directors of the Company immediately preceding the Merger become the directors of Cherubim Wyoming on and after the effectiveness of the Merger, and (iii) the officers of the Company immediately preceding the Merger became the officers of Cherubim Wyoming on and after the effectiveness of the Merger.
Each holder of record of stock certificates evidencing the outstanding shares of the Company’s Common Stock prior to the Merger (“Old Certificates”) is entitled to receive, upon surrender of Old Certificates to the Company’s transfer agent for cancellation, a certificate (a “New Certificate”) evidencing the number of shares of Cherubim Wyoming Common Stock into and for which the shares formerly represented by Old Certificates so surrendered and converted pursuant to the Merger. From and after the effective date of the Merger, the Old Certificates will represent only the right to receive a New Certificate. Pursuant to the Plan of Merger, no fractional shares will be issued. In lieu of fractional shares to which a holder would otherwise be entitled, Cherubim Wyoming will round such fraction up to the next whole share.
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