10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

Amendment No. 4

  X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED May 31, 2016

 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

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 . No  X ..

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 May 31, 2016 there were 3,862,296,184 shares of common stock, par value $0.00001, outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 4 to the Quarterly Report of Cherubim Interests Inc. (the “Company”) on Form 10-Q for the period ended May 31, 2016, filed with the Securities and Exchange Commission on August 31, 2016 (the “Form 10-Q”), is to furnish an updated Exhibit 101 to the Form 10-Q to reflect changes in the balance sheet and footnotes that were filed in two Form 10-Q/A’s on November 3, 2016 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been to the Form 10-Q. This Amendment No. 4 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and amended, and otherwise are not subject to liability under those sections.

2

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit Number	Title of Document
31.1	Sec. 302 Certification of CEO
31.2	Sec. 302 Certification of CFO
32.1 101	Sec. 906 Certification of CEO/CFO XBRL (eXtensible Business Reporting Language)

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cherubim Interests Inc.

/s/ Patrick Johnson

Patrick Johnson

CEO

September 1, 2016

/s/ Patrick Johnson

Patrick Johnson

CFO

November 30, 2016

3

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Patrick Johnson, certify that:

1.

I have reviewed this quarterly report on Form 10-Q/A of Cherubim Interests Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting

/s/ Patrick Johnson

Patrick Johnson

CEO

November 30, 2016

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Patrick Johnson, certify that:

1.

I have reviewed this quarterly report on Form 10-Q/A of Cherubim Interests Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting

/s/ Patrick Johnson

Patrick Johnson

CFO

November 30, 2016

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cherubim Interests Inc. (the "Company") on Form 10-Q/A for the three and nine months ended May 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Periodic Report"), I, Patrick Johnson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Patrick Johnson

Patrick Johnson

CEO

November 30, 2016

/s/ Patrick Johnson

Patrick Johnson

CFO

November 30, 2016

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Document and Entity Information	9 Months Ended
	May 31, 2016 shares
Document and Entity Information:
Entity Registrant Name	CHERUBIM INTERESTS, INC.
Entity Trading Symbol	chit
Document Type	10-Q
Document Period End Date	May 31, 2016
Amendment Flag	false
Entity Central Index Key	0001421865
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding	3,862,296,184
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	2016
Document Fiscal Period Focus	Q3

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Condensed Consolidated Balance Sheet (Unaudited) - USD ($)	May 31, 2016	Aug. 31, 2015
Current assets
Cash	$ 90,107	$ 16,293
Due from Related Party	42,844	0
Prepaid costs	5,507	0
Total current assets	138,458	16,293
Property and equipment	12,411	3,572
Total assets	150,869	19,865
Current liabilities
Accounts payable	35,336	0
Deferred Revenue	121,721	0
Notes payable	758,340	1,179,993
Unclaimed debt	580,006	557,876
Accrued interest	571,796	532,454
Derivative liability	86,168	432,293
Accrued expenses and other liabilities	62,123	214,230
Total current liabilities	2,215,490	2,916,846
Total liabilities	2,215,490	2,916,846
Stockholders' Deficit
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 3,862,329,167 and 125,025,261 issued and outstanding at May 31, 2016 and August 31, 2015, respectively	38,618	125,025
Series B preferred stock to be issued	(1)	0
Shares held in escrow	(10,000)	(10,000)
Additional paid in capital	4,169,507	1,203,715
Accumulated deficit	(6,262,745)	(4,215,721)
Total stockholders' deficit	(2,064,621)	(2,896,981)
Total liabilities and stockholders' deficit	$ 150,869	$ 19,865

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Condensed Consolidated Balance Sheets Parentheticals - $ / shares	May 31, 2016	Aug. 31, 2015
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	3,862,329,167	125,025,261
Common Stock, shares outstanding	3,862,329,167	125,025,261

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Condensed Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015
REVENUE:
Revenues	$ 27,937	$ 0	$ 27,937	$ 0
Cost of Goods Sold	19,975	0	19,975	0
Gross Profit	7,962	0	7,962	0
Operating expenses
Compensation expense	114,375	0	2,404,206	0
Professional fees	(3,381)	(289,480)	(21,081)	(32,756)
Travel and promotion	3,041	2	7,266	21,776
Depreciation	1,220	0	3,661	0
General and administrative	12,870	282	48,456	14,845
Total operating expenses	134,887	(289,196)	2,484,670	69,377
(Income) loss from operations	126,925	(289,196)	2,476,708	69,377
Other income (expense)
Interest expense	(32,783)	(40,752)	(105,587)	(106,544)
Debt discount	0	0	0	(65,500)
Derivative recovery	(50,610)	(9,717)	(346,126)	(110,834)
Loss on extinguishment of debt	0	0	(35,925)	22,085
Forgiveness of debt income	225,070	0	225,070	0
Total other income (expense)	141,677	(50,469)	429,684	(39,125)
Income (loss) before provision for income taxes	14,752	238,727	(2,047,024)	(108,502)
Provision for income taxes	0	0	0	0
Net income (loss)	$ 14,752	$ 238,727	$ (2,047,024)	$ (108,502)
Basic and diluted income (loss) per common share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average shares outstanding	3,555,139,779	77,626,880	3,862,329,167	71,588,171

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Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	May 31, 2016	May 31, 2015
Cash flows from operating activities
Net loss	$ (2,047,024)	$ (108,502)
Adjustments to reconcile net loss to net cash used in operating activities
Change in derivative liability	(346,125)	(110,834)
Debt discount	0	65,500
Common stock issued for services	2,160,000	157,500
Extinguishment of debt	(35,925)	(20,506)
Bad debt expense	0	0
Depreciation	3,661	0
Debt converted to equity	173,556	0
Forgiveness of debt	(225,070)	0
Changes in operating assets and liabilities:
Prepaid costs	(5,507)	0
Accounts payable	35,336	(25,631)
Deferred revenue	121,721	0
Interest payable	39,342	104,965
Accrued expenses and other liabilities	162,342	(164,481)
Cash provided by (used in) operating activities	36,307	(101,989)
Cash flows from investing activities
Investment in oil and natural gas property	0	25,000
Purchase of fixed assets	(12,500)	0
Cash flows used in investing activities	(12,500)	25,000
Cash flows from financing activities
Proceeds from related party loan	92,851	0
Due to(from) related parties	(42,844)	0
Proceeds from notes payable	0	65,500
Cash provided by financing activities	50,007	65,500
Net change in cash	73,814	(11,489)
Cash at beginning of period	16,293	11,489
Cash at end of period	90,107	0
Supplemental cash flow Information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Notes payable converted to common stock	$ 0	$ 80,000

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CONDENSED FINANCIAL STATEMENTS

9 Months Ended

May 31, 2016

CONDENSED FINANCIAL STATEMENTS

CONDENSED FINANCIAL STATEMENTS

NOTE 1 – CONSOLIDATED 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, 2016 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, 2015 and 2014 audited financial statements.  The results of operations for the period ended May 31, 2016 are not necessarily indicative of the operating results for the full year.

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NATURE OF BUSINESS

9 Months Ended

May 31, 2016

NATURE OF BUSINESS

NATURE OF BUSINESS

NOTE 2 – NATURE OF 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 Securities and Exchange Commission 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.  Cherubim Interests LLC, is a 100% wholly-owned subsidiary of Cherubim Interests Inc. and acts as a construction subcontractor for the company. Victura Roofing LLC, is a 100% wholly-owned subsidiary of Cherubim Interests Inc. and acts as a residential and commercial roofing subcontractor for the company.

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GOING CONCERN

9 Months Ended

May 31, 2016

GOING CONCERN

GOING CONCERN

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 $6,262,745 and a negative working capital of $2,047,024 as of May 31, 2016. 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 and/or preferred 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.

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CONVERTIBLE NOTES PAYABLE

9 Months Ended

May 31, 2016

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

NOTE 4 - CONVERTIBLE NOTES PAYABLE

As of May 31, 2016, the convertible notes payable consisted of:

Date of		Interest	Conversion	Maturity	Principal	Net
Note	Noteholder	Rate	Rate	Date	Amount	Note
Various	J. Gingerich	10%	50%	Various	$815,880	$658,067
8/15/14	LG Capital, Inc,	8%	55%	4/15/15	$36,750	$20,082
9/14/14	Bay Street Capital	8%	50%	5/14/15	$25,000	$22,300
7/31/15	Auctus Fund, LLC	10%	50%	1/31/16	$45,750	$45,750
Various	Chic & Savvy	10%	50%	Various	$9,450	$9,450
Various	Small Miscellaneous Other	10%	50%	Various		$2,691
						$758,340

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DERIVATIVE LIABILITIES

9 Months Ended

May 31, 2016

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES

NOTE 5 – DERIVATIVE LIABILITIES

In accordance with ASC 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. There was no derivative liability at May 31, 2016. 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 nine months ended May 31, 2016, the Company recorded a total change in the value of the derivative liabilities of $(346,125).

From inception to May 31, 2016 the Company has not granted any stock options.

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STOCKHOLDERS' EQUITY

9 Months Ended

May 31, 2016

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.

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RELATED PARTY TRANSACTIONS

9 Months Ended

May 31, 2016

Related Party Disclosures:

RELATED PARTY TRANSACTIONS

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has amounts due to related parties utilized to fund operations which carry varying interest rates. As of May 31, 2016 (August 31, 2015), the Company owed $639,108 ($995,698) of principal plus accrued interest of $202,387 ($532,454). The loans are unsecured and due on demand and as such are included in current liabilities.  These amounts have been reduced by the conversion of debt into equity.

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SUBSEQUENT EVENTS

9 Months Ended

May 31, 2016

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

On July 31, 2015, the Company issued a convertible promissory note to Auctus Fund LLC. in the amount of $45,750. On June 23, 2016, $64,934 of the principal and interest was converted into 865,792 common shares of the Company’s common stock.  

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GOING CONCERN (Details)	May 31, 2016 USD ($)
GOING CONCERN DETAILS
Accumulated deficit since inception	$ 6,262,745
Negative working capital	$ 2,047,024

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DERIVATIVE LIABILITIES (Details)	9 Months Ended
	May 31, 2016 USD ($)
DERIVATIVE LIABILITIES DETAILS
Total change in the value of the derivative liabilities	$ (346,125)

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EQUITY (Details)	May 31, 2016 $ / shares shares
EQUITY DETAILS
Authorized issuance of common shares	500,000,000
Authorized issuance of common shares, par value | $ / shares	$ 0.0001
Authorized the issuance of preferred shares	50,000,000

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	May 31, 2016	Aug. 31, 2015
RELATED PARTY TRANSACTIONS DETAILS:
Related party payables	$ 639,108	$ 995,698
Accrued interest	$ 202,387	$ 532,454

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SUBSEQUENT EVENTS (Details) - USD ($)	Jun. 23, 2016	Jul. 31, 2015
SUBSEQUENT EVENTS DETAILS:
Issued a convertible promissory note to Auctus Fund LLC		$ 45,750
Principal and interest converted into common shares value	$ 64,934
Principal and interest converted into common shares	865,792