Item 8.01 Other Events.
On October 12, 2017, the Company merged with and into Cherubim Interests, Inc., a Wyoming corporation (“Cherubim Wyoming”). Pursuant to the terms of the Plan of Merger, Cherubim Wyoming was the surviving corporation (the “Merger”). A Certificate of Merger was filed with the Secretary of State of the State of Nevada on October 4, 2017, to effectuate the Merger.
The purpose of the Merger was solely to re-domicile the Company in Wyoming from Nevada as further detailed below.
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.
Cherubim Wyoming, as the successor registrant, will continue to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder.
The effects of the Merger were as follows:
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the Company was re-domiciled (reincorporated) in Wyoming.
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Cherubim Interests, Inc., a Wyoming corporation will continue to file reports under the Exchange Act.
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The authorized capital stock of the Company will remain unchanged.
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The issued and outstanding capital stock of Cherubim Wyoming, the surviving corporation will consist of 15,000,000,000 shares of Common Stock
, 3,000,000 shares of Series A Preferred Stock, and 50,000,000 shares of Series B Preferred Stock.
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The Merger does not result in any change in the business, management, location of principal executive offices, assets, liabilities, net worth, accounting practices or control of the registrant.
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