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 person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 163076201 |
| 1 | NAME OF REPORTING PERSONS Robert McAllister |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canadian |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,704,9301 |
| 8 | SHARED VOTING POWER Nil | |
| 9 | SOLE DISPOSITIVE POWER 1,704,930 | |
| 10 | SHARED DISPOSITIVE POWER Nil |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,704,930 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.89%2 |
| 14 | TYPE OF REPORTING PERSON IN |
____________________________________________
1Ownership 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) | Robert McAllister, |
| (b) | The principal business addresses of the Reporting Person is 483 Holbrook Rd E, Kelowna BC Canada V1X 7H9. |
| (c) | Mr. McAllister is the President and Director of the Issuer and the President and Director of Cheetah Oil & Gas Ltd., another public company. |
| (d) | The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. |
| (e) | 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. |
| (f) | Mr. McAllister is a Canadian citizen. |
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 |
| 1,704,930 | 15.89%* | Robert McAllister |
| * | 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:
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Date | Amount | (A) or (D) | Price | Amount of Securities Beneficially Owned | Direct (D) or Indirect (I) Ownership |
| July-2008 | 200,000 | A | $0.10 | 200,000 | D |
| July-2008 | 2,000 | A | $0.50 | 202,000 | D |
| August-2008 | 50 | A | $0.40 | 202,050 | D |
| August-2008 | 1,000 | A | $0.50 | 203,050 | D |
| December-2008 | 1,500 | A | $0.05 | 204,550 | D |
| December-2008 | 250 | A | $0.03 | 204,800 | D |
| December-2008 | 130 | A | $0.03 | 204,930 | D |
| September-2009 | 1,200,000 | A | $0.05 | 1,404,930 | D |
| September-2009 | 100,000 | A | $0.05 | 1,504,930 | D |
| Septemeber-2009 | 100,000 | A | $0.20 | 1,604,930 | D |
| November-2009 | 100,000 | A | $0.10 | 1,704,930 | D |
*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 Issuer’s 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:
| (a) | The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; | |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; | |
| (c) | A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; | |
| (d) | 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; | |
| (e) | Any material change in the present capitalization or dividend policy of the issuer; | |
| (f) | 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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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; | ||
| (g) | 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; | |
| (h) | 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; | |
| (i) | A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or | |
| (j) | Any action similar to any of those enumerated above |
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; | |
| (b) | See Item 5(a) above | |
| (c) | 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. | |
| (d) | Not applicable | |
| (e) | Not applicable |
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, finder’s 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
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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 | /s/ Robert McAllister |
| Signature | |
| Robert McAllister | |
| Name/Title |