Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 28, 2017 | May 18, 2017 | |
Document and Entity Information: | ||
Entity Registrant Name | CHERUBIM INTERESTS, INC. | |
Entity Trading Symbol | chit | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2017 | |
Amendment Flag | false | |
Entity Central Index Key | 1,421,865 | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 315,885,847 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2017 | Aug. 31, 2016 |
Current assets | ||
Cash | $ 0 | $ 8,079 |
Accounts receivable | 105,509 | 333,601 |
Inventory | 362,570 | 478,244 |
Notes receivable | 1,980 | 2,225 |
Related party receivable | 54,014 | 0 |
Total current assets | 524,073 | 822,149 |
Fixed assets | 5,893 | 8,333 |
Total assets | 529,966 | 830,482 |
Current liabilities | ||
Bank indebtedness | 1,686 | 0 |
Accounts payable | 64,967 | 149,535 |
Notes payable | 320,550 | 727,142 |
Related party payables | 0 | 57,424 |
Unclaimed debt | 580,006 | 580,006 |
Accrued interest | 391,095 | 588,369 |
Deferred revenue | 478,491 | 705,790 |
Derivative liability | 99,210 | 39,184 |
Accrued expenses and other liabilities | 0 | 0 |
Total current liabilities | 1,936,005 | 2,847,450 |
Notes payable (non-current portion) | 0 | 0 |
Total liabilities | 1,936,005 | 2,847,450 |
Stockholders' Deficit | ||
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 315,885,847 and 18,799,226 issued and outstanding at November 30, 2016 and August 31, 2016, respectively | 6,929 | 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 | 5,531,847 | 2,168,894 |
Deficit accumulated during the development stage | (6,976,509) | (4,217,744) |
Total stockholders' deficit | (1,406,039) | (2,016,968) |
Total liabilities and stockholders' deficit | $ 529,966 | $ 830,482 |
Condensed Balance Sheets Parent
Condensed Balance Sheets Parentheticals - $ / shares | Feb. 28, 2017 | Aug. 31, 2016 |
Parentheticals | ||
Common Stock, par value | $ 0.00001 | $ 0.00001 |
Common Stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, shares issued | 315,885,847 | 18,799,226 |
Common Stock, shares outstanding | 315,885,847 | 18,799,226 |
Condensed Statements of Operati
Condensed Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Revenue | ||||
Revenues | $ 381,516 | $ 0 | $ 790,144 | $ 0 |
Cost of goods sold | (208,393) | 0 | (426,726) | 0 |
Gross profit | 173,123 | 0 | 363,418 | 0 |
Operating expenses | ||||
Compensation expenses | 92,282 | 0 | 195,745 | 0 |
Professional fees | 72,213 | 8,820 | 2,296,064 | 17,700 |
Travel and promotion | 3,880 | 0 | 16,131 | 4,225 |
Depreciation | 1,221 | 1,221 | 2,441 | 2,441 |
Sales expenses | 13,627 | 0 | 65,586 | 0 |
Other general and administrative | 47,514 | 150,387 | 110,874 | 2,315,417 |
Total operating expenses | 230,737 | 160,428 | 2,686,841 | 2,339,783 |
Loss from operations | (57,614) | (160,428) | (2,323,423) | (2,339,783) |
Other income (expense) | ||||
Interest expense | (157,365) | (33,255) | (234,164) | (72,804) |
Derivative recovery | (64,610) | 27,033 | (60,026) | 396,735 |
Loss on extinguishment of debt | 111,109 | 8,461 | (141,151) | (35,925) |
Total other income (expense) | (110,866) | 2,239 | (435,341) | 288,006 |
Loss before provision for income taxes | (168,480) | (158,189) | (2,758,764) | (2,051,777) |
Provision for Income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (168,480) | $ (158,189) | $ (2,758,764) | $ (2,051,777) |
Basic and diluted loss per common share | $ 0 | $ (1.33) | $ (0.01) | $ (28.44) |
Weighted average shares outstanding | 387,008,055 | 118,505 | 248,800,477 | 72,156 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Cash flows from operating activities | ||
Net income (loss) | $ (2,758,764) | $ (2,051,777) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Change in derivative | 60,026 | (396,735) |
Common stock issued for services | 2,197,480 | 2,160,000 |
Depreciation | 2,441 | 2,441 |
Stock issued to convert debt | 796,658 | 0 |
Extinguishment of debt | (31,036) | 35,925 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 228,092 | 0 |
Inventory | 115,674 | 0 |
Accounts payable | (84,570) | 28,986 |
Deferred revenue | (227,299) | 0 |
Interest payable | (197,274) | 6,560 |
Accrued expenses and other liabilities | 0 | 118,831 |
Cash provided by (used in) operating activities | 101,428 | (95,769) |
Cash flows from investing activities | ||
Notes receivable | 245 | 0 |
Purchase of fixed assets | 0 | (12,500) |
Cash flows used in investing activities | 245 | (12,500) |
Cash flows from financing activities | ||
Proceeds from related party loan | 0 | 92,851 |
Repayments of related party loan | (111,438) | 0 |
Bank indebtedness, | 1,686 | 0 |
Cash provided by financing activities | (109,752) | 92,851 |
Net change in cash | (8,079) | (15,418) |
Cash at beginning of period | 0 | 875 |
Cash at beginning of period | 0 | 875 |
Supplemental disclosure of non-cash investing activities | ||
Common shares issued for conversion of debt | 685,549 | 0 |
Supplemental cash flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
CONDENSED FINANCIAL STATEMENTS
CONDENSED FINANCIAL STATEMENTS | 6 Months Ended |
Feb. 28, 2017 | |
CONDENSED FINANCIAL STATEMENTS: | |
CONDENSED FINANCIAL STATEMENTS | NOTE 1 CONDENSED FINANCIAL STATEMENTS The Certain |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Feb. 28, 2017 | |
NATURE OF BUSINESS | |
NATURE OF BUSINESS | 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. 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 companys inception. VRs 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. 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. (Should We omit this?) 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. · 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 clients 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) 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. 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. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Feb. 28, 2017 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 GOING CONCERN The Companys financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. The Company has accumulated deficit since inception of $6,976,509 and a negative working capital of $1,411,932 as of February 28, 2017. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Feb. 28, 2017 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 4 - CONVERTIBLE NOTES PAYABLE On August 5th, 2014, the Company issued a convertible promissory note to LG Capital in the amount of $36,750. The note was due on August 5th, 2015 and bears interest at 8% 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 Companys common stock at a rate of 55% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. On April 27, 2015 $1,600 of principal debt along with $92 of accrued interest totaling $1,692 was converted into 205,118 common shares of the company, On July 21, 2015 $3,150 of principal debt along with $240 of accrued interest totaling $3,390 was converted into 112,074 common shares, On July 31, 2015 $4,000 of principal debt along with $314 of accrued interest totaling $4,314 was converted into 148,689 common shares of the company, On January 21, 2016 $6,500 of principal debt along with $757 of accrued interest totaling $7,257 was converted into 131,962,181 shares of the company .On September 1, 2016 $3,275 of the principle along with $542.66 of accrued interest was converted into 931,725 shares of common stock. On September 29, 2016 $5,275 of principle along with $983.76 of accrued interest was converted into 5,808,450 common stock of the company. On October 26, 2016 the remaining principle of $6,000 along with $1,066.52 of accrued interest was converted into 11,172,363 shares of common stock in the company resulting in a extinguishment of debt . THIS NOTE HAS BEEN PAID IN FULL On June 19, 2015, the Company issued a convertible promissory note to Gold Coast Capital, LLC in the amount of $25,000. 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 Companys common stock at a rate of 70% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the forty-five (45) trading day period ending on the latest complete trading day prior to the conversion date. On September 15, 2015 $10,000 of principal debt was converted into 6,250,000 common shares, On September 24, 2015 $4,586 of principal debt was converted into 6,744,934 common shares, On October 9, 2015 $5,389 of principal debt was converted into 7,926,024 common shares. To date $19,975 of the $25,000 of the debt has been converted into 20,920,958 shares. On December 10, 2015, the company entered into a debt settlement agreement with Gold Coast Capital LLC. On November 9, 2016, the company entered into a debt purchase agreement with LG Capital whereby the remaining principle amount of $10,414 was purchased and converted into 18,111,304 shares of the companys common stock. THIS NOTE HAS BEEN PAID IN FULL On July 31, 2015, the Company issued a convertible promissory note to Auctus Fund, LLC. in the amount of $45,750. The note is due on May 1, 2016 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 Companys 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. On June 23, 2016 $45,750 of the principal along with $19,184.40 accrued interest was converted into 865,792 common shares of the Companys common stock. On September 9, 2016 $3,816.50 of accrued interest was converted into 1,174,307 shares. On October 7, 2016, the remaining principle of $6,999.10 was converted into 6,999,100 shares of the company resulting in an extinguishment of debt. THIS NOTE HAS BEEN PAID IN FULL 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 Companys 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 Companys 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 Companys 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. 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 Companys 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 Companys common stock at a price equal to the lowest trading price of the Companys 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 Companys 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. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Feb. 28, 2017 | |
DERIVATIVE LIABILITIES | |
DERIVATIVE LIABILITIES | 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 ASC From inception to February 28, 2017 the Company has not granted any stock options. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Feb. 28, 2017 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 6 - STOCKHOLDERS' EQUITY The total number of common shares authorized that may be issued by the Company is 5,000,000,000 shares with a par value of $0.0001 per share and 50,000,000 preferred shares. On On On 2 2,0 On On 21 On 3 On 17 On 31 On 15 n On 18 n On 28 n On n On n On 10,0 On n On n On n On n On On n On n |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Feb. 28, 2017 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS The Company has a current receivable totaling $54,014. As of November 30, 2016 the Company owed $57,424. The receivable and loan is unsecured and due on demand and as such are included in current assets/liabilities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 28, 2017 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 SUBSEQUENT EVENTS In accordance with ASC 855-10, we have analyzed our operations subsequent to February 28, 2017 and to the date of these financial statements |
GOING CONCERN (Details)
GOING CONCERN (Details) | Feb. 28, 2017USD ($) |
Going Concern Details | |
Accumulated deficit | $ 6,976,509 |
Negative working capital | $ 1,411,932 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Feb. 28, 2017 | Oct. 31, 2016 | Sep. 30, 2016 | Jun. 23, 2016 | Jan. 21, 2016 | Oct. 09, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Apr. 27, 2015 |
CONVERTIBLE NOTES PAYABLE DETAILS | |||||||||
Principal debt along with $92 of accrued interest totaling | $ 1,692 | ||||||||
Principal debt along with $92 of accrued interest totaling was converted into common shares | 205,118 | ||||||||
Principal debt along with $240 of accrued interest totaling | $ 3,390 | ||||||||
Principal debt along with $240 of accrued interest totaling was converted into common shares | 112,074 | ||||||||
Principal debt along with $314 of accrued interest totaling | $ 4,314 | ||||||||
Principal debt along with $314 of accrued interest totaling was converted into common shares | 148,689 | ||||||||
Principal debt along with $757 of accrued interest totaling | $ 7,257 | ||||||||
Principal debt along with $757 of accrued interest totaling was converted into common shares | 131,962,181 | ||||||||
Principal along with $542.66 of accrued interest was converted into shares of common stock | 931,725 | ||||||||
Principal along with $983.76 of accrued interest was converted into common stock | 5,808,450 | ||||||||
Remaining principal along with $1,066.52 of accrued interest was converted into shares of common stock | 11,172,363 | ||||||||
Principal debt of $10,000 was converted into common shares | 6,250,000 | ||||||||
Principal debt of $4,586 was converted into common shares | 6,744,934 | ||||||||
Principal debt of $5,389 was converted into common shares | 7,926,024 | ||||||||
Debt amounted with interest (amount 5025)25,000 of principal amount was | $ 19,975 | ||||||||
Debt of 25,000 has been converted into shares | 20,920,958 | ||||||||
Remaining principal amount of $10,414 was purchased and converted into shares common stock | 18,111,304 | ||||||||
Principal along with $19,184.40 accrued interest was converted into common shares | 865,792 | ||||||||
Accrued interest of $3,816.50 was converted into shares | 1,174,307 | ||||||||
Remaining principle of $6,999.10 was converted into shares | 6,999,100 |
CONVERTIBLE NOTES PAYABLE NARRA
CONVERTIBLE NOTES PAYABLE NARRATIVE (Details) | Nov. 21, 2016USD ($)$ / shares | Nov. 16, 2016USD ($) | Nov. 15, 2016USD ($) | Jul. 28, 2016USD ($) | Jul. 31, 2015USD ($) | Jun. 19, 2015USD ($) | Aug. 05, 2014USD ($) |
CONVERTIBLE NOTES PAYABLE NARRATIVE DETAILS | |||||||
Issued a convertible promissory note in the amount | $ 50,000 | $ 50,000 | $ 68,750 | $ 50,000 | $ 45,750 | $ 25,000 | $ 36,750 |
Note bears interest | 10.00% | 12.00% | 10.00% | 10.00% | 10.00% | 8.00% | |
The loan becomes convertible in days | 180 | 300 | 180 | 300 | 180 | 180 | |
Loan and accrued interest can then be converted into shares of the Company's common stock at a rate | 50.00% | 50.00% | 70.00% | ||||
Company issued to Tangiers convertible note of a credit line in the original principal amount | $ 250,000 | ||||||
Company recorded a draw-down and consideration in respect of the credit line | $ 25,000 | ||||||
Draw-Down Note convertible into shares of the Company's common stock at a price equal | $ / shares | $ 0.005 | ||||||
Company approved a grant of a warrant for shares of common stock | $ 2,500,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 3 Months Ended |
Feb. 28, 2017USD ($) | |
DERIVATIVE LIABILITIES Details | |
Total change in the value of the derivative liabilities | $ 60,026 |
EQUITY (Details)
EQUITY (Details) - $ / shares | Feb. 28, 2017 | Feb. 15, 2017 | Jan. 27, 2017 | Jan. 17, 2017 | Dec. 28, 2016 | Dec. 22, 2016 | Dec. 16, 2016 | Dec. 13, 2016 | Dec. 12, 2016 | Dec. 05, 2016 | Nov. 28, 2016 | Nov. 18, 2016 | Nov. 15, 2016 | Oct. 31, 2016 | Oct. 17, 2016 | Oct. 03, 2016 | Sep. 21, 2016 | Sep. 14, 2016 | Sep. 13, 2016 | Sep. 02, 2016 | Sep. 01, 2016 |
Capital stock transactions: | |||||||||||||||||||||
Authorized the issuance of shares | 5,000,000,000 | ||||||||||||||||||||
Authorized the issuance of shares, Par value | $ 0.0001 | ||||||||||||||||||||
Preferred shares | 50,000,000 | ||||||||||||||||||||
Shares issued for services | 2,028,479 | 10,000,000 | 2,000,000 | 500,000 | |||||||||||||||||
Shares were issued on conversion of convertible promissory note | 31,571,944 | 40,404,040 | 38,547,475 | 42,466,891 | 116,791,552 | 38,159,371 | 29,542,088 | 31,553,311 | 28,687,179 | 22,845,275 | 18,111,304 | 11,172,636 | 6,999,100 | 5,808,450 | 1,174,307 | 931,704 | 864,000 | ||||
Shares were retired | 7,334 |
EQUITY From dec-2016 to jan-201
EQUITY From dec-2016 to jan-2017 (Details) - shares | Feb. 15, 2017 | Jan. 27, 2017 | Jan. 17, 2017 | Dec. 28, 2016 | Dec. 22, 2016 | Dec. 16, 2016 | Dec. 13, 2016 | Dec. 12, 2016 | Dec. 05, 2016 |
Capital stock transactions: | |||||||||
Shares issued for services | 2,028,479 | 10,000,000 | |||||||
Shares were issued on conversion of convertible promissory note | 31,571,944 | 40,404,040 | 38,547,475 | 42,466,891 | 116,791,552 | 38,159,371 | 29,542,088 | 31,553,311 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Nov. 30, 2016USD ($) |
RELATED PARTY TRANSACTIONS DETAILS: | |
Current receivable totaling | $ 54,014 |
Company owed principal | $ 57,424 |
Uncategorized Items - chit-2017
Label | Element | Value |
Cash at beginning of period | us-gaap_CashAndCashEquivalentsAtCarryingValue | $ 8,079 |
Cash at beginning of period | us-gaap_CashAndCashEquivalentsAtCarryingValue | $ 16,293 |