10-Q/A 1 f10qa063017_10qz.htm FORM 10Q/A AMENDED QUARTERLY REPORT Form 10Q/A Amended Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10Q-A

 

[X] AMENDED QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

The Quarterly period ending May 31, 2017

 

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

For the Transition Period from _____to_____

 

Commission File Number: 333-150061

 

CHERUBIM INTERESTS INC.

(Exact name of small business issuer as specified in its charter)

 

NEVADA

 

98-0585268

(State of other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

1304 Norwood Dr.

Bedford TX. 76022

(Address of Principal Executive Offices) (Zip Code)

 

Issuer's telephone number: 844 842 8872

 

Indicate by check mark whether the issuer (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

 

 

 

 

Non-accelerated filer

[   ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]

 

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

 

As of July 15, 2017 there were 1,802,069,727 shares of common stock, par value $0.00001, outstanding.


1



INDEX

 

PART I

FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

CONDENSED FINANCIAL STATEMENTS

3

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

17

 

 

 

ITEM 3.

QUANTITIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK

20

 

 

 

ITEM 4T.

CONTROLS AND PROCEDURES

20

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

ITEM 1A

RISK FACTORS

21

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

23

 

 

 

ITEM 5.

OTHER INFORMATION

24

 

 

 

ITEM 6.

EXHIBITS

24

 

 

 

SIGNATURES

 

25


2



ITEM 1. CONDENSED FINANCIAL STATEMENTS

 

Condensed Balance Sheets as of May 31, 2017 (Unaudited) and August 31, 2016

4

 

 

Condensed Statements of Operations for the Three and Nine Months Ended May 31, 2017 and November 30, 2016 (Unaudited)

5

 

 

Condensed Statements of Cash Flows for the Nine Months Ended May 31, 2017 and November 30, 2016 (Unaudited)

6

 

 

Notes to Unaudited Condensed Financial Statements

7


3



CHERUBIM INTERESTS INC.

Condensed Balance Sheets (Unaudited)

 

 

 

 

 

 

 

 

 

 

May 31,

 

 

August 31,

 

 

 

2017

 

 

2016

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

18,563

 

$

8,079

Accounts receivable

 

 

78,919

 

 

333,601

Inventory

 

 

289,130

 

 

478,244

Notes receivable

 

 

1,980

 

 

2,225

Related party receivable

 

 

84,379

 

 

-

Total current assets

 

 

508,738

 

 

822,149

 

 

 

 

 

 

 

Fixed assets

 

4,673

 

 

8,333

 

 

 

 

 

 

 

Total assets

$

513,411

 

$

830,482

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

170,705

 

$

149,535

Notes payable

 

 

340,213

 

 

727,142

Related party payables

 

 

24,360

 

 

57,424

Unclaimed debt

 

 

580,006

 

 

580,006

Accrued interest

 

 

420,404

 

 

588,369

Deferred revenue

 

 

236,362

 

 

705,790

Derivative liability

 

 

61,644

 

 

39,184

Accrued expenses and other liabilities

 

 

-

 

 

-

Total current liabilities

 

 

1,833,964

 

 

2,847,450

 

 

 

 

 

 

 

Notes payable (non-current portion)

 

-

 

 

-

Total liabilities

 

 

1,833,964

 

 

2,847,450

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

Common stock, $0.00001 par value; 5,000,000,000 shares authorized;

 

 

 

 

1,802,069,727 and 18,799,226 issued and outstanding at May 31, 2017 and August 31, 2016, respectively

 

 

18,021

 

 

188

Series B preferred stock

 

 

9,144

 

 

9,144

Series C preferred stock

 

 

32,550

 

 

32,550

Shares held in escrow

 

 

(10,000)

 

 

(10,000)

Additional paid in capital

 

 

5,633,901

 

 

2,168,894

Deficit accumulated during the development stage

 

 

(7,004,169)

 

 

(4,217,744)

Total stockholders' deficit

 

 

(1,320,553)

 

 

(2,016,968)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$

513,411

 

$

830,482

 

 

 

 

 

 

 

See accompanying notes to unaudited condensed financial statements


4



CHERUBIM INTERESTS INC.

Condensed Statements of Operations (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

May 31,

 

 

May 31,

 

 

May 31,

 

 

May 31,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

Revenues

 

$

254,687

 

$

27,937

 

$

1,044,831

 

$

27,937

Cost of goods sold

 

 

(102,796)

 

 

19,975

 

 

(529,522)

 

 

19,975

Gross profit

 

 

151,891

 

 

7,962

 

 

515,309

 

 

7,962

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Compensation expenses

 

 

27,034

 

 

114,375

 

 

222,779

 

 

2,404,206

Professional fees

 

 

8,596

 

 

3,381

 

 

2,304,660

 

 

21,081

Travel and promotion

 

 

12,421

 

 

3,041

 

 

28,552

 

 

7,266

Depreciation

 

 

1,220

 

 

1,220

 

 

3,661

 

 

3,661

Sales expenses

 

 

400

 

 

-

 

 

65,986

 

 

-

Other general and administrative

 

 

65,586

 

 

12,870

 

 

162,829

 

 

48,456

Total operating expenses

 

 

101,626

 

 

134,887

 

 

2,788,467

 

 

2,484,670

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

50,265

 

 

(126,925)

 

 

(2,273,158)

 

 

(2,476,708)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(50,881)

 

 

(32,783)

 

 

(285,045)

 

 

(105,587)

Derivative recovery

 

 

37,566

 

 

(50,610)

 

 

(22,460)

 

 

346,126

Forgiveness of debt income

 

 

 

 

 

225,070

 

 

 

 

 

225,070

Loss on extinguishment of debt

 

 

(64,610)

 

 

-

 

 

(205,761)

 

 

(35,925)

Total other income (expense)

 

 

(77,925)

 

 

141,677

 

 

(513,266)

 

 

429,684

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

(27,660)

 

 

14,752

 

 

(2,786,424)

 

 

(2,047,024)

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income taxes

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(27,660)

 

$

14,752

 

$

(2,786,424)

 

$

(2,047,024)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

672,129,657

 

 

77,626,880

 

 

886,000,195

 

 

3,862,329,167

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited condensed financial statements


5



CHERUBIM INTERESTS INC.

Condensed Statements of Cash Flows (unaudited)

 

 

 

 

 

Nine months ended

 

 

May 31,

 

May 31,

 

 

2017

 

2016

Cash flows from operating activities

 

 

 

 

Net income (loss)

$

(2,786,424)

$

(2,047,024)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

Change in derivative

 

22,460

 

(346,125)

Common stock issued for services

 

2,197,480

 

2,160,000

Depreciation

 

3,660

 

3,661

Stock issued to convert debt

 

689,175

 

-

Extinguishment of debt

 

(31,036)

 

(35,925)

Debt converted to equity

 

 

 

173,556

Forgiveness of debt

 

 

 

(225,070)

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

254,682

 

-

Inventory

 

189,114

 

-

Accounts payable

 

21,169

 

35,336

Deferred revenue

 

(469,428)

 

121,721

Interest payable

 

(167,965)

 

39,342

Accrued expenses and other liabilities

 

-

 

162,342

Cash provided by (used in) operating activities

 

(77,113)

 

36,307

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Notes receivable

 

245

 

-

Purchase of fixed assets

 

-

 

(12,500)

Cash flows provided by (used)in investing activities

 

245

 

(12,500)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Proceeds from related party loan

 

87,352

 

92,851

Repayments of related party loan

 

-

 

(42,844)

Bank indebtedness

 

-

 

-

Cash provided by financing activities

 

87,352

 

50,007

Net change in cash

 

10,484

 

73,814

Cash at beginning of period

 

8,079

 

16,293

Cash at end of period

$

18,563

$

90,107

 

 

 

 

 

Supplemental disclosure of non-cash investing activities

 

 

 

 

Common shares issued for conversion of debt

$

1,109,861,236

$

-

 

 

 

 

 

Supplemental cash flow Information:

 

 

 

 

Cash paid for interest

$

-

$

-

Cash paid for income taxes

$

-

$

-

 

See accompanying notes to unaudited condensed financial statements


6



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

 

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by Cherubim Interests Inc. (the "Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at May 31, 2017 and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s August 31, 2016 and 2015 audited financial statements. The results of operations for the period ended May 31, 2017 are not necessarily indicative of the operating results for the full year.

 

NOTE 2 – NATURE OF BUSINESS

 

The Company was incorporated in the State of Nevada, United States of America on September 27, 2006 and its fiscal year end is August 31. Cherubim Interests selects alternative, commercial, single and multifamily dwelling opportunities for the purpose of investment purchase. We specialize in covering the entire spectrum of development: due diligence, acquisition, planning, construction, renovation, and property management; providing complete beginning-to-end development programs for all acquisitions. Cherubim Interests may also provide renovation services to third party owners on a turn-key basis.

 

Turn-key from acquisition to sale: 

Due diligence (regardless of purchase) 

Construction Services 

Property Management 

 

The strength of Cherubim Interests lies in its strategic location. The Texaplex refers to the highly populated triangular region in Texas that is outlined by the Dallas-Fort Worth Metroplex in the north down to the Houston metropolitan area, over to San Antonio and Austin, Texas.

 

To truly grasp the power of the Texaplex, consider that:

 

4 out of 5 Texans reside within the triangular region 

The Texaplex has the largest population growth rate of any state in the country 

Expected to add 14 million new residents by 2030 

Ranked among ‘Best Big Cities for Jobs’ by Forbes 

Ranked among ‘Best Cities to Buy a Home’ by Forbes 

Ranked among ‘Best Bang for the Buck Cities’ by Forbes 

 

Victura Roofing LLC (Wholly-owned Subsidiary)

 

VR is a consistently profitable Roofing and General Contracting enterprise, experiencing a respectable growth rate over the past two years operating in the greater Dallas/Fort Worth area, a prime, densely populated area with a huge potential of opportunities and profitability. With a strong customer retention list, a fully automated production system, excellent credit history with suppliers/vendors, established customer database and branding, VR expect the same rate of growth to continue for the foreseeable future. Along with the consistent growth rate and profit margin, and including the storm(s) damage from December 2015 through late spring of 2016 VR is predicting a record year in 2016.

 

VR Mission Statement

 

Through Honesty, Integrity and Loyalty, Victura Roofing strives to exceed the expectations of our Customers, Vendors and Associates.


7



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

VR Business Description

 

VR is a roofing company located in the greater Dallas/Fort Worth Metroplex, and specializes in storm related property damage claims for both Residential and Commercial customers.

 

VR Business Services

 

VR works closely with landlords, homeowners, insurance providers, general contractors, etc. to ensure that roofing needs and all peripheral property damage is assessed and addressed accordingly utilizing its network of dedicated, independent contractors with relationships going back more than 30 years.

 

Key Strengths of VR

 

Through its Member(s) and Management Team VR:

 

utilizes a network of dedicated contractors,  

 

enjoys industry relationships going back 30 years, 

 

maintains a Strong reputation with suppliers, subcontractors and realtors, 

 

manages a highly flexible approach to quick changing market conditions (weather, violent storms, slow periods, hail damage, etc.), 

 

is well-positioned for continued growth, 

 

takes advantage of referred and repeat business from previous customers, and 

 

maintains a trained team of managers and sales people.  

 

VR Daily Marketing Strategy

 

The VR Daily Marketing Strategy is simple and has continued to work from the company’s inception. VR’s greatest advertisement and continued marketing success is through referrals by insurance provider referrals, customers, realtors, and suppliers.

 

Opportunities and Strategic Alliances

 

VR, thru its Member and its associated Companies (“Associates”), enjoy a strategic relationship(s) within the insurance restoration business sector. These Associates have acquired Companies that allow for local, regional and national growth. Several visions of growth can now become reality with alliances in funding, labor components and a state of the art project management team. These relationships bring to fruition opportunities to expand in not only our current restoration/reconstruction models, but also in commercial services. Additionally, these relationships will enhance supply chain capabilities that could garner new national program relationships with builders and general contractors as a materials/labor supplier. The recent partnerships and addition to already existing staff that has a combined 250 years in construction expertise, have allowed us to bring about the convergence of “human assets” that give VR and its Associates industry professionals in:

 

Residential and Commercial construction management, 

Showroom and staff Designers, 

Insurance and contractor program management, 

Continuing Education programs and certification for the Insurance industry, 

Materials supply relationships, 

Supply chain distribution and logistics, 

Multi-family property construction/re-construction opportunities, 

Custom millworks product production, and 

Real estate development programs. 


8



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

Current Market Opportunities

 

As a result of the tornado outbreak of December 2015, along with the day to day large loss occurrences, VR has access to a catastrophe team that will target areas where wide spread destruction has happened or will occur.

 

Three days after a storm believed to have damaged at least 2,000 homes and buildings, insurance companies were setting up for an extended operation in North Texas to process a flood of claims that began almost as soon as the skies cleared.

 

The Insurance Council of Texas released an estimate that claims for the storm would reach $1.2 billion. That includes Dallas, Ellis, Rockwall and Collin counties, with the biggest losses coming in Garland and Rowlett, said spokesman Mark Hanna.

 

In Rowlett and Garland alone it is estimated that up to 600 buildings were damaged, many of them completely leveled. Those include businesses and multi-family residences, but the majority were single-family homes. Most areas in the path of the storm suffered catastrophic damage. Entire subdivisions were obliterated and houses flattened in a large swath of the affected area.

 

Cherubim Builders Group, LLC, a wholly owned subsidiary of Victura Construction Group, Inc (“CBG”), and Associate of VR, when compared to 2015, has already experienced an increase of sales close to Three Million Dollars ($3,000,000) US due to the weather outbreak as well as maintaining our anticipated Ten Percent (10%) growth of typical everyday claims obtained by CBG through Insurance Providers and/or Policy Holders of the Insurance Providers. Although there will be significant competition for the “low hanging fruit” of lightly damaged homes (roof repairs, light exterior repair, etc.), the longer term prospects for the property clean-up and rebuilding of destroyed homes will have less competition and high profit margins. Management has targeted this more-narrow market and committed resources to explore the opportunities. With a nominal increase in permanent senior staffing and use of long term contract labor forces, management estimates that VR could expect to be involved in the repair of over 250 properties over the next Twenty-Four (24) months.

 

The approach for reaching this market will include the use of long-term relationships with insurance carriers, existing customers, business associates and a physical presence in the affected areas.

 

Utilizing “Field Contract Writing” software, deployed by VR, job turnover and closing averages have substantially increased. At the end of January 2016, when including Work in Progress (“WIP”), VR has already exceeded the sales and profit figures for 2015.

 

VR predicts that sales and profits for 2016 and 2017 should double that of 2015. The potential for growth of VR is excellent and may well grow proportionally to the number of salespeople employed. Systems in place have been designed to cope well with a much larger sales force and contract level while managing costs and the integrity of the Project and Company.

 

BudCube Cultivation Systems

 

Through its wholly owned subsidiary BudCube Cultivation Systems USA, Cherubim Interests has entered into the Controlled Environment Agriculture Industry. This exciting venture will focus on land acquisition, construction, plus leasing of portable turn-key cultivation centers in markets where cannabis production and consumption are legal.

 

BudCube Cultivation Systems has developed a proprietary, fully portable, scalable, Controlled Environment Cultivation Technology that serves as an outdoor turn-key solution for cultivators of legal medical and recreational cannabis, as well as other various plant species. Coupled with a real estate development and property management business model via parent company Cherubim Interests Inc., The business model of BudCube Cultivation Systems can be duplicated anywhere in the world where the cultivation of cannabis or any other plant species is legal.

 

BudCube offers cultivators quick entry into a fast growing market at a price point that is very attractive when compared to the traditional construction solution. Cherubim Interests Inc. and its subsidiary BudCube Cultivation Systems USA features a business model unparalleled in the industry. The parent company, Cherubim Interests Inc. (OTC:CHIT) will own and develop each property where BudCube Cultivation Systems USA will lease and deploy each turn-key cultivation system to cultivators. BudCube Cultivation Systems stands to benefit greatly as more and more market participants seek to gain entry into this industry.


9



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

Diversified, Unique Business Approach Reduces Risk 

Business Model Drives High Return On Capital 

Business Model Features Raw Land Acquisitions with Redevelopment Opportunities 

Exclusive Global License for Proprietary Technology 

“Mini Storage” Business Model Participating in Burgeoning Legal Cannabis Cultivation Industry 

 

VENTURES

 

UNITED CANABIS CORP JOINT VENTURE

 

United Cannabis Corp. is a bio cannabinoid technologies company. It is built on scientific research, product development, and implementation of its proprietary cannabinoid therapy program. The company provides intellectual property, patent-pending technology, trusted brands, clinical data, technical training, sales tools and methodologies necessary to assist client’s businesses. The intellectual property includes ACT Now Program which is a comprehensive full spectrum cannabinoid therapy guide that utilizes the entire cannabis plant by controlling specific cannabinoid ratios, accurate dosing and multiple non-invasive delivery methods. United Cannabis was founded on November 15, 2007 is headquartered in Denver, CO.

 

The Memorandum of Understanding outlines a business model that CHIT and its subsidiary BudCube Cultivation Systems ("BCS") is pioneering in the real estate development and medical as well as recreational cannabis cultivation industries. The Company will lease modular turn-key cultivation facilities to new and existing market participants in a "mini-storage" or "co-op farming" scenario. First, we provide the necessary capital investment to cover any land purchase and improvements, as well as construction and deployment to location for leasing. These portable modules when combined, provide the floor space and square footage required for operations. We then deliver, install and connect the modules while providing standard operating procedures and ongoing maintenance as needed.

 

Cherubim Interests and BudCube are uniquely positioned at this perfect apex of an emerging, billion-dollar market; we are positioning ourselves to meet the impending demand by supplying the facility necessary to bring existing as well as start-up companies into full scale production in a matter of months."

 

United Cannabis Corp. has agreed to provide to BudCube Cultivations Systems fee based consulting services including:

 

Standard Operating Procedures 

Cultivation 

Inventory Control and Management Systems 

Genetics Counseling and Testing Procedures 

Extract Processing and Equipment Design, and 

Proprietary Product Line(s) 


10



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

SPERRY VAN NESS/TJF INVESTMENTS JOINT VENTURE

 

The Company and SVN|TJF Investments will work in a joint venture that will develop, construct, and lease a number single-family residences that will then be divested to a pre-determined purchaser for amounts based on cap rates conducive to their respective geographic areas.

 

Cherubim Interests has agreed to Locate and manage a relationship within the Industry Sector to pre-lease and manage (the "Property Manager") any portion of the Business Model which has been completed, at industry standard rates, through the sale of the Commodity for the actual cost of required services and related expenses plus a 5% management fee;

 

Initiate communications and establish definitive relationships with all requisite Government Offices, Professional Personnel and Services related to the Business Model; Locate and manage a developer to develop the land including all required engineering and permitting in accordance to the Business Model at industry standard rates through completion which would include any final inspections and approvals by the appropriate governing body for the actual cost of required services and related expenses plus a 5% management fee; and Locate and manage a contractor to construct the residences, including all required Architectural Work, Engineering and Permitting in accordance to the Business Model at industry standard rates through completion, which would include any final inspections and approvals by the appropriate governing body for the actual cost of required services and related expenses plus a 5% management fee.

 

 

SVN/TJF Investments has agreed to: Provide consultation and assistance on an as-needed basis to Cherubim Interests on all subjects described under the caption "Cherubim Interests Agrees" herein above; Initiate communications and establish definitive relationships with all Professional Personnel to assess the risk, establish appropriate values, and identify purchasers of the Business Model on an individual opportunity basis (the "Underwriting"); and Market and sell the Individual Business Model(s) for consideration(s) of Industry Standard Brokerage Fees and 10% of the Net Profit received by Cherubim Interests.

 

As consideration, upon successful completion and execution of any and all definitive documents regarding the relationship, the parties have agreed to a mutually exclusive relationship in regards to any future projects of like kind through a first right to refusal encompassing all relationships established while deploying the business model. However, SVN|TJF Investments' current business of brokering single and multifamily rental projects and portfolios will not be considered part of this relationship.

 

SVN/TJF Investments SVN/TJF has closed over $10 billion in 2015 with over 200 offices and 1,500 advisors. The team focuses on SFR Portfolios nationwide in addition to Multi-Family Land, Joint Venture, Capital Raise and Debt Placement in Texas and Oklahoma. SVN/TJF maximizes value through a deeply technical valuation model ensuring clients receive top value for their assets. The firm's national and international presence, local knowledge, consulting, disposition and acquisition services are unparalleled in the market. For more information, visit www.svn-tjf.comwww.svn-tjf.comwww.svn-tjf.comwww.svn-tjf.com.


11



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

X-WALLS DISTRIBUTION AGREEMENT

 

XWALLS provides liberating spaces that foster connections through the evolutionary hybridization of walls and windows. By rescuing workers from ineffectual drywall offices and partitioned cubicles, XWALLS is a transformative way to bring people, places and ideas together. The result is environments and spaces that spur creativity, invite collaboration, and foster innovation in an ever more technologically interconnected world.

 

XWALLS engages and enhances inter-connectivity among its users within and beyond XWALLS spaces, creating an ever-expansive space for everyone to engage with.

 

Clean integration of technology within XWALLS opens up more living space 

Less clutter and more light to boost productivity and enlighten your vision 

 

XWALLS technology can be embedded and integrated between the glass panels themselves, seamlessly allowing for audio-visual presentation and collaboration via XWALLS such as:

 

Videoconferencing 

Remote access control to smart TV screens 

Screen-to-screen mirroring 

Projections with matted panel technology and much more 

 

More than just ordinary walls, XWALLS turns walls into connection and interaction hubs with its ability to integrate collaborative technology right into the wall.

 

XWALLS seamlessly integrates with existing building technologies, construction methods, and architectural features such as bulkheads, windowsills, baseboards and drapery pockets, while incorporating emerging trends such as Smart Locks.

 

XWALLS provides liberating spaces that foster connections through the evolutionary hybridization of walls and windows. By rescuing you from ineffectual drywall offices and partitioned cubicles, XWALLS is a transformative way to bring people, places and ideas together. XWALLS prides itself in creating environments and spaces that spur creativity, invite collaboration, and foster innovation in an ever more technologically interconnected world.

 

On March 28, 2017, Cherubim Interests, Inc., a Nevada Corporation (the “Company”) entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Northbridge Financial, Inc., a Delaware corporation (“Northbridge”), pursuant to which the Company agreed to issue common stock to Northbridge in exchange for the settlement of certain outstanding debts of the Company in the principal and interest amount of $132,807.98 (the “Settlement Amount”) of past-due obligations and accounts payable of the Company. Northbridge purchased the obligations and accounts payable from certain vendors of the Company as described below.

 

On March 28, 2017, the Circuit Court of the Twelfth Judicial District in and for Sarasota County, Florida (the “District Court”), entered an order (the “Northbridge Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement, pursuant to the Settlement Agreement between the Company and Northbridge, in the matter entitled Northbridge Financial, Inc., a Delaware corporation vs. Cherubim Interests, Inc., a Nevada corporation (the “Northbridge Action”). Northbridge commenced the Northbridge Action against the Company to recover certain past-due obligations and accounts payable of the Company in the principal and interest amount of $132,807.98 (the “Northbridge Claim”), which Northbridge had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between Northbridge and such vendors. The Northbridge Order provides for the full and final settlement of the Northbridge Claim and the Northbridge Action. The Settlement Agreement became effective and binding upon the Company and Northbridge upon execution of the Northbridge Order by the District Court in March, 2017.


12



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

Pursuant to the terms of the Settlement Agreement approved by the Northbridge Order, on March 28, 2017, the Company agreed to issue to Northbridge shares (the “Northbridge Settlement Shares”) of the Company’s common stock, $0.00001 par value (the “Common Stock”). The Settlement Agreement provides that the Northbridge Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the Northbridge Settlement Amount through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to the Settlement Agreement, Northbridge may deliver a request to the Company which states the dollar amount (designated in U.S. Dollars) of Common Stock to be issued to Northbridge (the “Northbridge Share Request”). The parties agree that the total amount of Common Stock to be delivered by the Company to satisfy the Northbridge Share Request shall be issued at fifty percent (50%) of the closing price of the common stock for the twenty (20) day trading period preceding the share request. Additional tranche requests shall be made as requested by Northbridge until the Northbridge Settlement Amount is paid in full.

 

The Settlement Agreement provides that in no event shall the number of shares of Common Stock issued to Northbridge or its designee in connection with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by Northbridge and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder), result in the beneficial ownership by Northbridge and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 4.99% of the Common Stock.

 

The Company has initially reserved 1,220,000,000 shares of Common Stock to provide for issuances upon full satisfaction of the Settlement Amount.

 

On May 31, 2017, holders of a majority of the voting rights of the Company approved a 20,000 to 1 reverse split of the Company’s Common Stock (“Reverse Split”), meaning that each 20,000 shares of Common Stock will be consolidated into 1 share of Common Stock following the reverse split, provided however, that fractional shares would be rounded up to the nearest whole share. Notice of the action taken by holders of a majority of the voting rights of the Company was provided to non-consenting shareholders in accordance with Nevada law.

 

NOTE 3 – GOING CONCERN

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. The Company has accumulated deficit since inception of $7,004,169 and a negative working capital of $1,325,226 as of May 31, 2017. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has minimal cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.

 

NOTE 4 - CONVERTIBLE NOTES PAYABLE

 

On July 28, 2016, the Company issued a convertible promissory note in the amount of $50,000. The note is due on January 28, 2017 and bears interest at 10% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate subject to mutual agreement and approval by the Board of Directors.

 

On July 28, 2016, the Company issued a convertible promissory note in the amount of $25,000. The note is due on January 28, 2016 and bears interest at 10% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate subject mutual agreement and approval by the Board of Directors.

 

On November 15, 2016, the Company issued a convertible promissory note to Auctus Fund, LLC. in the amount of $68,750. The note is due on August 14, 2017 and bears interest at 10% per annum. The loan becomes convertible 300 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the lowest trading price during the previous twenty-five (25) day trading period ending on the latest complete trading day prior to the conversion date.


13



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

On November 16, 2016, the Company issued a convertible promissory note to JSJ Investments in the amount of $50,000. The note is due on August 16, 2017 and bears interest at 12% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate subject to mutual agreement and approval by the Board of Directors.

 

On November 21, 2016 (the “Closing Date”), Cherubim Interests, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement” filed as Exhibit 2.1) by and among the Company, and Tangiers Global, LLC, a Wyoming limited liability company ("Tangiers"), pursuant to which Tangiers has agreed to purchase up to five million dollars ($5,000,000) of the Company's common stock to be sold at an eighty-five percent (85%) discount to the five (5) consecutive Trading Days including and immediately following the receipt of a Put Notice (the "Shares"). The Shares must be registered with the SEC in a current registration statement. The registration rights of Tangiers are outlined in the Registration Rights Agreement (“Rights Agreement”) which details the obligations of the Company, attached herewith as Exhibit 2.2.

 

On November 21, 2016, the Company issued to Tangiers that certain convertible promissory note (the “Purchase Note”) in the principal amount of $50,000. The Purchase Note is due June 21, 2017 (the “Maturity Date”). The Purchase Note bears interest at the rate of 10% per annum. The Purchase Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to the lowest trading price of the Company’s common stock during the 5 Trading Day period immediately prior to the date of issuance. The Purchase Note may be prepaid in whole or in part, at any time without the approval of the Holder. The Purchase Note contains representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.

 

On November 21, 2016, the Company issued to Tangiers that certain convertible note (the “Draw-Down Note”) in respect of a credit line in the original principal amount up to $250,000. As of November 21, 2016, the Company recorded a $25,000 draw-down and consideration in respect of the credit line. The Draw-Down Note matures on June 21, 2017 (the “Maturity Date”), and bears interest at the rate of 10% per annum. The Draw-Down Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to $0.005. The Draw-Down Note may be prepaid in whole or in part, at 125% of the principal amount owed thereon if under 90 days since the issuance date, at 135% of the principal amount owed thereon if between 91 and 135 days since the issuance date, and 145% of the principal amount owed thereon if over 135 days since the issuance date. The Draw-Down Note contains representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.

 

On November 21, 2016, the Company approved a grant of a warrant for 2,500,000 shares of common stock of the Company (the “Warrant”) to Tangiers at an exercise price of $0.01 per share.

 

NOTE 5 – DERIVATIVE LIABILITIES

 

In accordance with AC 815, the Company has bifurcated the conversion feature of their convertible notes and recorded a derivative liability on the date each note became convertible. The derivative liability was then revalued on each reporting date. The Company uses the Black-Scholes option pricing model to value the derivative liability. Once the loans are fully converted, the remaining derivative liability is reclassified to equity as additional paid-in capital.

 

ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with the above convertible debt. During the period ended May 31, 2017, the Company recorded a total change in the value of the derivative liabilities of $42,150.

 

From inception to May 31, 2017 the Company has not granted any stock options.


14



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

NOTE 6 - STOCKHOLDERS' EQUITY

 

The total number of common shares authorized that may be issued by the Company is 15,000,000,000 shares with a par value of $0.0001 per share and 50,000,000 preferred shares.

 

On September 1, 2016 500,000 shares were issued for services.

 

On September 1, 2016 864,000 shares were issued on conversion of a convertible promissory note.

 

On September 2, 2016 931,704 shares were issued on conversion of a convertible promissory note. On September 13, 2016 2,000,000 shares were issued for services.

 

On September 14, 2016 7,334 shares were retired.

 

On September 21, 2016 1,174,307 shares were issued on conversion of a convertible promissory note.

 

On October 3, 2016 5,808,450 shares were issued on conversion of a convertible promissory note.

 

On October 17, 2016 6,999,100 shares were issued on conversion of a convertible promissory note.

 

On October 31, 2016 11,172,636 shares were issued on conversion of a convertible promissory note.

 

On November 15, 2016 18,111,304 shares were issued on conversion of a convertible promissory note.

 

On November 18, 2016 22,845,275 shares were issued on conversion of a convertible promissory note.

 

On November 28, 2016 28,687,179 shares were issued on conversion of a convertible promissory note.

 

On December 5, 2016 31,553,311 shares were issued on conversion of a convertible promissory note.

 

On December 12, 2016 29,542,088 shares were issued on conversion of a convertible promissory note.

 

On December 13, 2016 10,000,000 shares were issued for services.

 

On December 16, 2016 38,159,371 shares were issued on conversion of a convertible promissory note.

 

On December 22, 2016 116,791,552 shares were issued on conversion of a convertible promissory note.

 

On December 28, 2016 42,466,891 shares were issued on conversion of a convertible promissory note.

 

On January 17, 2017 38,547,475 shares were issued on conversion of a convertible promissory note.

 

On January 17, 2017 2,028,479 shares were retired.

 

On January 27, 2017 40,404,040 shares were issued on conversion of a convertible promissory note.

 

On February 15, 2017 31,571,944 shares were issued on conversion of a convertible promissory note.

 

On April 4, 2017 30,000,000 shares were issued on conversion of a convertible promissory note.

 

On April 6, 2017 32,000,000 shares were issued on conversion of a convertible promissory note.

 

On April 10, 2017 38,000,000 shares were issued on conversion of a convertible promissory note.

 

On April 12, 2017 40,000,000 shares were issued on conversion of a convertible promissory note.


15



CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

May 31, 2017

 

On April 19, 2017 42,000,000 shares were issued on conversion of a convertible promissory note.

 

On April 21, 2017 44,000,000 shares were issued on conversion of a convertible promissory note.

 

On April 25, 2017 46,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 1, 2017 48,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 1, 2017 48,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 3, 2017 51,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 5, 2017 53,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 10, 2017 55,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 15, 2017 57,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 18, 2017 67,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 18, 2017 124,885,714 shares were issued on conversion of a convertible promissory note.

 

On May 22, 2017 70,038,891 shares were issued on conversion of a convertible promissory note.

 

On May 24, 2017 73,000,000 shares were issued on conversion of a convertible promissory note.

 

On May 25, 2017 162,251,082 shares were issued on conversion of a convertible promissory note.

 

On May 26, 2017 76,000,000 shares were issued on conversion of a convertible promissory note.

 

NOTE 7 - RELATED PARTY TRANSACTIONS

 

As of May 31, 2017 the Company has a current receivable totaling $78,919. As of May 31, 2017 the Company owed $24,360. The receivable and loan is unsecured and due on demand and as such are included in current assets/liabilities.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, we have analyzed our operations subsequent to May 31, 2017 and to the date of these financial statements were issued, and have determined that we do not have any material subsequent events to disclose in these financial statements.


16



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward Looking Statements

 

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for our future operations. 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" and the risks set out below, any of which 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. These risks include, by way of example and not in limitation:

 

the uncertainty of profitability based upon our history of losses; 

risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern; 

risks related to our international operations and currency exchange fluctuations; 

risks related to product liability claims; 

other risks and uncertainties related to our business plan and business strategy. 

 

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

 

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. 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 financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

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

 

As used in this annual report, the terms "we", "us", "our", the "Company" mean., unless otherwise indicated.

 

Our Current Business

 

Cherubim Interests Inc. ("Company") was organized September 27, 2006 under the laws of the State of Nevada for the purpose of selling new food products produced or developed by North American companies to foreign markets. On August 31, 2009, the Company discontinued its involvement in the sales of tea due to a strategic change in business focus by the acquisition of mineral rights as disclosed in the Company's 8-K filed with the SEC on September 2, 2009. The Company currently has limited operations or realized revenues from its planned principle business purpose and, in accordance with ASC 915, "Development Stage Entities", formerly known as SFAS 7, "Accounting and Reporting by Development State Enterprises ." is considered a Development Stage Enterprise. The Company was incorporated in the State of Nevada, United States of America on September 27, 2006 and its fiscal year end is August 31. The Company was engaged in sales of new food products produced or developed by North American companies to foreign markets and discontinued that business in August 2009. The Company previously operated in the oil and gas industry, focused on the exploration for and development of oil and gas properties. Cherubim Interests now targets alternative, commercial, single and multifamily dwelling opportunities for the purpose of investment purchase. It also provides renovation services to third party multifamily dwelling unit owners on a turn-key basis. Cherubim Interests specializes in covering the entire spectrum of development – including due diligence, acquisition, planning, construction, renovation, and property management. This comprehensive expertise allows the company to provide complete beginning-to-end development programs for all acquisitions.


17



RESULTS OF OPERATIONS

 

The following is a discussion and analysis of our results of operation for three and nine month period ended May 31, 2017 and May 31, 2016 and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our audited financial statements and the notes thereto included elsewhere in this annual report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

 

 

 

Three months ended

 

Nine months ended

 

 

May 31,

2017

 

May 31,

2016

 

May 31,

2017

 

May 31,

2016

Revenue

$

254,687

$

27,937

$

1,044,831

$

27,937

Cost of Goods Sold

 

(102,796)

 

(19,975)

 

(529,522)

 

(19,975)

Operating Expenses

 

(101,626)

 

(134,887)

 

(2,788,467)

 

(2,484,670)

Other Income (Expenses)

 

(77,925)

 

141,677

 

(513,266)

 

429,684

Income from Discontinued Operations

 

 

 

 

Net Income (Loss)

$

(27,660)

$

14,752

$

(2,786,424)

$

(2,047,024)

 

Revenue and Cost of Goods Sold

 

Our gross revenue for the three and six month period ended May 31, 2017, was $254,687 and $1,044,831, compared to $27,937 for the same periods in fiscal 2016. Revenues and cost of goods sold in the current year were the result of the acquisition of VICT in February 2016 which began revenue generating activities in June 2016.

 

Operating Expenses

 

The major components of our expenses for the three and nine month period ended May 31, 2017 and May 31, 2016 are outlined below:

 

 

 

Three months ended

 

Nine months ended

 

 

May 31,

2017

 

May 31,

2016

 

May 31,

2017

 

May 31,

2016

Operating expenses:

 

 

 

 

 

 

 

 

Compensation expense

$

27,034

$

114,375

$

222,779

$

2,404,206

Professional fees

 

8,596

 

3,381

 

2,304,660

 

21,081

Travel and promotion

 

12,421

 

3,041

 

28,552

 

7,266

Depreciation

 

1,220

 

1,220

 

3,661

 

3,661

Sales expenses

 

400

 

-

 

65,986

 

-

Other general & administrative

 

65,586

 

12,870

 

162,829

 

48,456

Total operating expenses

$

101,626

$

134,887

$

2,788,467

$

2,484,670

 

The primary increase in the operating expenses for the three and nine month period ended May 31, 2017 over the prior periods was the increase in professional fees paid in shares partially offset by other general and administrative expenses accrued and paid in shares in the prior period. As well, due to the increased activity of the Company, compensation and sales expenses also increased.


18



Liquidity and Capital Resource

 

Working Capital

 

 

 

May 31,

2017

 

August 31,

2016

Current Assets

$

508,738

$

822,149

Current Liabilities

 

1,833,964

 

2,847,450

Working Capital Deficiency

 

1,325,226

 

2,025,301

 

Cash Flow

 

 

 

May 31,

2017

 

May 31,

2016

Cash Provided by (Used) in Operating Activities

$

(77,113)

$

36,307

Cash Provided by (Used) in Investing Activities

 

245

 

(12,500)

Cash Provided by Financing Activities

 

87,352

 

50,007

Net Change in Cash

$

10,484

$

73,814

 

The Company had cash of $18,563, accounts receivable of $78,919, inventory of $289,130, accounts payable and accrued liabilities of $170,705, deferred revenue of $420,404, unclaimed debt of $580,006, accrued interest of $420,404 and notes payable of $340,213 as of May 31, 2017. In comparison, the Company had cash of $8,079, accounts receivable of $333,601, inventory of $478,244, accounts payable and accrued liabilities of $149,535, deferred revenue of $705,790, unclaimed debt of $580,006, accrued interest of $588,369 and notes payable of $727,142 as of August 31, 2016.

 

Cash Used In Operating Activities

 

The Company had cash (used in) operating activities in the amount of $(77,113) and $36,307 during the nine months ended May 31, 2017 and May 31, 2016.

 

Cash From Investing Activities

 

In 2017, the Company issued notes receivable of $245. In 2016, the Company purchased fixed assets of $12,500.

 

Cash from Financing Activities

 

In 2017, the Company had proceeds of related party loan of $87,352. In 2016, the Company had related party proceeds of $92,851 and repayments of related party loan of $(42,844)

 

Going Concern

 

The audited financial statements for the year ended August 31, 2016, included in our annual report on the Form 10-K filed with Securities and Exchange Commission, have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has generated no revenue since inception, and has never paid any dividends and is unlikely to pay dividends or generate substantial earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at May 31, 2017, our company has accumulated losses of $7,029,622 since inception. As we do not have sufficient funds for our planned operations, we will be required to raise additional funds for operations and expansion.

 

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended August 31, 2016, our independent registered auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent registered auditors.

 

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.


19



The company’s operating budget to maintain the public entity reporting requirements is approximately $50,000. We continue to present to various funding groups the current opportunities in attempts to secure additional capital.

 

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to secure sufficient funding from the sale of our common stock to fund our marketing plan and operations. At this time, we cannot provide investors with any assurance that we will be able to secure sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing and continue to be dependent upon related party/shareholder funding. The company plans to secure additional capital by the use of Notes Payable, Convertible Notes Payable, Private Placements, and partnerships and revenue sharing in future opportunities. This financing activity may lead to stock dilution and changes in control

 

Off-Balance Sheet Arrangements

 

We have no significant 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 are material to stockholders.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable.

 

Item 4T. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedure

 

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 (e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

 

The Company's Chief Executive Officer, who is its principal executive and chief financial officer, completed an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period (Feb 28, 2014) covered by this Form 10-Q. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation, the Company's Chief Executive Officer & CFO, has concluded the Company's disclosure controls and procedures, as of the end of the fiscal year covered by this Form 10-Q were ineffective because of comments from the SEC that required additional disclosure and restatement of other disclosed information.

 

Based upon the evaluation of our controls, the chief executive officer/CFO has concluded that, the disclosure controls and procedures are ineffective providing reasonable assurance that material information relating to the company activity is communicated in sufficient detail. Although, changes have been made to provide the level of detail that is required in the company filings based upon the SEC comments, the company is not prepared at this time to remove the ineffective status of the disclosure controls and procedures. The company will continue to work in these deficiencies.

 

Changes in Internal Control Over Financial Reporting.

 

There was no change in our internal control over financial reporting that occurred during the last fiscal quarter ended M that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


20



PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS.

 

Risks and Uncertainties

 

WE MAY BE ADVERSELY AFFECTED BY VALUE OF OUR PRODUCT GIVEN IT IS SET BY WORLD DEMAND AND BEYOND OUR CONTROL

 

We face risks of losses in inventory value given the nature of the valuation of precious metals. The value of such metals is determined by the demand for them on a global scale and is beyond our control. While we do not anticipate there to be a significant decrease in the value of precious metals, we cannot guarantee any such change in value

 

THERE IS SUBSTANTIAL UNCERTAINTY AS TO WHETHER WE WILL CONTINUE OPERATIONS.

 

If we discontinue operations, you could lose your investment. Our auditors have discussed their uncertainty regarding our business operations in their audit report dated August 31, 2016. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such, we may have to cease operations and you could lose your entire investment.

 

WE LACK AN OPERATING HISTORY

 

There is no assurance that our future operations will result in continued profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail. We have very little operating history upon which an evaluation of our future success could be determined. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

 

BECAUSE OUR MANAGEMENT DOES NOT HAVE PRIOR EXPERIENCE IN MINING, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

 

Our current directors do not have experience in the mining industry. As a result, we may not be able to recognize and take advantage of opportunities without the aid of qualified marketing and business development consultants. Our directors' decisions and choices may not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

 

RISKS RELATED TO THE CANNABIS INDUSTRY

 

OUR CANNABIS CULTIVATION BUSINESS IS DEPENDENT ON STATE LAWS PERTAINING TO THE CANNABIS INDUSTRY.

 

The Federal Controlled Substances Act, classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that it is the Federal Government that has the right to regulate and criminalize cannabis, even for medical purposes, and thus federal law criminalizing the use of cannabis preempts state laws that legalize its use. As of the date of this Prospectus, 29 states and the District of Columbia allow their residents to use medical cannabis. While Alaska, California, Colorado, Maine, Massachusetts, Nevada, Washington, as well as the District of Columbia all approved ballot measures to legalize cannabis for adult use, continued expansion of such ‘recreational use’ is not well defined at this time and any continued development of the cannabis industry will be dependent upon continued new legislative authorization of cannabis at the state, and perhaps the federal level. Any number of events or occurrences could slow or halt progress all together in this space. While progress within the cannabis industry channel is currently encouraging, growth is not assured. While there appears to be ample public support for favorable legislative action, numerous factors may impact or negatively affect the legislative process(s) within the various states we have business interests in. Any one of these factors could slow or halt use of cannabis, which would negatively impact our business up to possibly causing us to discontinue operations as a whole.


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CANNABIS REMAINS ILLEGAL UNDER FEDERAL LAW.

 

Despite the development of a cannabis industry legal under state laws, state laws legalizing medicinal and adult cannabis use are in conflict with the Federal Controlled Substances Act, which classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that it is the Federal Government that has the right to regulate and criminalize cannabis, even for medical purposes, and thus federal law criminalizing the use of cannabis preempts state laws that legalize its use. There is no guarantee that current or future presidential administrations will not change the current low-priority enforcement of federal laws in states where cannabis has been legalized. Any such change in the Federal Government’s enforcement of federal laws could cause significant financial damage to us and our shareholders.

 

AS THE POSSESSION AND USE OF CANNABIS IS ILLEGAL UNDER THE FEDERAL CONTROLLED SUBSTANCES ACT, WE MAY BE DEEMED TO BE AIDING AND ABETTING ILLEGAL ACTIVITIES THROUGH THE SERVICES THAT WE PROVIDE. AS A RESULT, WE MAY BE SUBJECT TO ENFORCEMENT ACTIONS BY LAW ENFORCEMENT AUTHORITIES, WHICH WOULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

 

Under federal law, and more specifically the Federal Controlled Substances Act, the possession, use, cultivation, and transfer of cannabis is illegal. Our business provides services to customers that are engaged in the business of possession, use, cultivation, and/or transfer of cannabis. As a result, law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited to, a claim of aiding and abetting another’s criminal activities. The federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). As a result of such an action, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

 

FEDERAL ENFORCEMENT PRACTICES COULD CHANGE WITH RESPECT TO SERVICES PROVIDERS TO PARTICIPANTS IN THE CANNABIS INDUSTRY, WHICH COULD ADVERSELY IMPACT US. IF THE FEDERAL GOVERNMENT WERE TO CHANGE ITS PRACTICES, OR WERE TO EXPEND ITS RESOURCES ENFORCING EXISTING FEDERAL LAWS ON SUCH PROVIDERS IN THE CANNABIS INDUSTRY, SUCH ACTION COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR OPERATIONS, OUR CUSTOMERS, OR THE SALES OF OUR PRODUCTS UP TO AND INCLUDING A COMPLETE INTERRUPTION OF OUR BUSINESS.

 

It is possible that additional federal or state legislation could be enacted in the future that would prohibit our clients from selling cannabis, and if such legislation were enacted, such clients may discontinue the use of our services, and our potential source of customers would be reduced causing revenues to decline. Further, additional government disruption in the cannabis industry could cause potential customers and users to be reluctant to use our services, which would be detrimental to us. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.


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OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND THE FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK

 

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these l penny stock rules. Consequently, these penny stock rules may affect the ability of broker- dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

 

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker- dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the National Association of Securities Dealers believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The National Association of Securities Dealers' requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

During the period from September 27, 2006 (inception) to November 30, 2008, the Company issued 4,000,000 shares of common stock at

$0.001 per share to its directors for total proceeds of $4,000 and 3,000,000 shares of common stock at $0.010 per share for total proceeds of $30,000. These funds we used for company initial operating expenses.

 

On September 19, 2009 convertible notes in the amount of $10,000.00 were converted to 10,000,000 shares of rule- 144 restricted common stock. The value of the shares was determined by the Board of Directors at the time the Company secured ten thousand dollars ($10,000.00) in funding from outside parties to fund the company, that funding was completed at .001 per share. The company issued 3,000,000 shares as approved by the Board of Directors to the President and CEO Wayne A Doss, for services valued at $3,000.00 at the same per share basis as the convertible Notes.

 

During the year ended August 31, 2010 the Company also issued 3,000,000 shares of its common stock to its president for consideration of services provided. These shares were valued at $.001 per share for total consideration of $3,000. Further during the year ended August 31, 2010, the Company issued 10,000,000 shares valued at $.001 for the conversion of a $10,000 note payable. The funds were utilized for company operations. Also during the year ended November 30, 2010 the Company issued 10,000,000 shares of its common stock which were held in escrow pending the close of a share exchange. These shares were rescinded.


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On 11/14/2013 the Board of Directors authorized the issuance of five million (5,000,000) shares of rule 144 restricted common stock at a price of .015 per share value paid by the company and issued to Patrick Johnson for accepting the COO position, service as a Director and his efforts to bring a new venture and funding to the company. This issuance represented ownership of 20% of the then authorized and outstanding shares (25,000,000) of Falcon Crest Energy Inc.

 

On 11/26/2013 the Board of Directors authorized the conversion of old debt into Falcon Crest Energy Inc. Free Trading Common Stock in the amount of thirty three thousand dollars ($33,000) to QuoteBrand at a conversion rate of $.03 cents per share for a total of one million one hundred thousand shares (1,100,000) of Falcon Crest Energy Inc. common stock. This conversion will reduce the QuoteBrand Note Payable, issued on February 15, 2011 for cash funds received by Falcon Crest Energy Inc.

 

On 7/11/14 the Board of Directors authorized the conversion of existing debt into Falcon Crest Energy Inc. Free Trading Common Stock in the amount of thirty three thousand dollars ($81,000) to QuoteBrand at a conversion rate of $.03 cents per share for a total of two million seven hundred thousand shares (2,700,000) of Falcon Crest Energy Inc. common stock. This conversion will reduce the QuoteBrand Note Payable, issued over the past several years for cash funds received by Falcon Crest Energy Inc. with a current balance due of ninety thousand seven hundred forty eight dollars ($90,700) as of August 31, 2014.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

None

 

ITEM 5. OTHER INFORMATION.

 

None

 

ITEM 6. EXHIBITS

 

Exhibit Number

Title of Document

31.1

Sec.302 Certification of CEO/CFO

32.1

Sec.906 Certification of CEO/CFO

101

XBRL (eXtensible Business Reporting Language)


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SIGNATURES

 

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

 

 

 

CHERUBIM INTERESTS, INC.

 

 

 

 

 

 

 

/s/ Patrick Johnson

Dated: August 8, 2017

By: Patrick Johnson,

Chief Executive Officer, and Principal Financial 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.

 

 

/s/ Patrick Johnson

 

Chief Executive Officer, Chief Financial Officer and Director

August 8, 2017

Patrick Johnson

 

 

 

 

/s/ Gary Fewell

 

Director

August 8, 2017

Gary Fewell

 

 

 

 

/s/ Charles Everett

 

Director

August 8, 2017

Charles Everett

 

 


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