10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

  X .ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2016

 .TRANSITION REPORT PURSUANT TO 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 registrant as specified in its charter)

Nevada	98-0585268
(State of incorporation)	(I.R.S. Employer ID No.)

1304 Norwood Dr.

Bedford TX. 76022

(Address of principal executive officers, including Zip Code)

(888) 842-8872

(Issuer's Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No  X .. .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No  X .

Indicate by checkmark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   X .

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 .

1

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

As of August 31, 2016, there were 32,903 shares of Preferred B stock issued and outstanding

As of August 31, 2016, there were 18,799,226 shares of common stock issued, par value $0.00001, outstanding.

The aggregate market value of the voting and non-voting equity held by non-affiliates is 4,918,662 shares at .05 a share as of August 31, 2016 for a total market value of $245,933 and a total of 18,799,226 issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

Transitional Small Business Disclosure Format: Yes . No  X .

2

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report of Innocent, Inc. (the “Company”) on Form 10-K for the period ended August 31, 2016, filed with the Securities and Exchange Commission on April 28, 2017 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K 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-K formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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-K.

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.

3

PART IV

ITEM 15. EXHIBITS

(a)

The following exhibits are included as part of this report:

Exhibit Number	Title of Document
31	Section 302 Certification of CEO/CFO *
32	Section 906 Certification of CEO/CFO *
101	XBRL (eXtensible Business Reporting Language)**

* Incorporated by reference to the Company’s Form 10-K filed with the SEC on April 28, 2017.

** Filed herewith.

4

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

Patrick Johnson

CEO/CFO and Director

Dated: May 2, 2017

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.

Cherubim Interests Inc.

/s/ Patrick Johnson

Patrick Johnson

CEO/CFO and Director

Dated:  May 2, 2017

5

XML

Document and Entity Information - USD ($)	12 Months Ended
	Aug. 31, 2016	Feb. 29, 2016
Document and Entity Information:
Entity Registrant Name	CHERUBIM INTERESTS, INC.
Entity Trading Symbol	chit
Document Type	10-K
Document Period End Date	Aug. 31, 2016
Amendment Flag	false
Entity Central Index Key	0001421865
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding	18,799,226
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	FY
Entity Public Float		$ 4,918,662

XML

Consolidated Balance Sheets - USD ($)	Aug. 31, 2016	Aug. 31, 2015
Current assets
Cash	$ 8,079	$ 16,293
Accounts receivable	333,601	0
Inventory	478,244	0
Notes receivable, net of allowance $878,354	2,225	0
Total current assets	822,149	16,293
Fixed assets	8,333	3,572
Total assets	830,482	19,865
Current liabilities
Accounts payable	149,535	0
Notes payable	727,142	184,295
Related party payables	57,424	995,698
Unclaimed debt	580,006	557,876
Accrued interest	588,369	532,454
Deferred revenue	705,790	0
Derivative liability	39,184	432,293
Accrued expenses and other liabilities	0	214,230
Total current liabilities	2,847,450	2,916,846
Notes payable (non-current portion)	0	0
Total liabilities	2,847,450	2,916,846
Stockholders' Deficit
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 18,799,226 and 4,166 issued and outstanding at August 31, 2016 and 2015, respectively	188	0
Series B preferred stock	9,144	0
Series C preferred stock	32,550	0
Shares Held in Escrow	(10,000)	(10,000)
Additional paid in capital	2,168,894	1,328,740
Deficit accumulated during the development stage.	(4,217,744)	(4,215,721)
Total stockholders' deficit	(2,016,968)	(2,896,981)
Total liabilities and stockholders' deficit	$ 830,482	$ 19,865

XML

Consolidated Balance Sheets Parentheticals - USD ($)	Aug. 31, 2016	Aug. 31, 2015
Parentheticals
Notes receivable, net of allowance	$ 878,354	$ 878,354
Common Stock, par value	$ 0.00001	$ 0.00001
Common Stock, shares authorized	5,000,000,000	5,000,000,000
Common Stock, shares issued	18,799,226	4,166
Common Stock, shares outstanding	18,799,226	4,166

XML

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Aug. 31, 2016	Aug. 31, 2015
Revenues {1}
Revenues	$ 213,663	$ 0
Cost of goods sold	(117,768)	0
Gross profit	95,895	0
Operating expenses
Compensation expenses	110,237	0
Professional fees	46,337	114,693
Travel and promotion	24,462	30,365
Research and development	0	40,000
Exploration Costs	0	3,111
Depreciation	4,167	0
Sales expenses	48,770	0
Other general & administrative	51,790	154,040
Total operating expenses	285,763	342,209
Loss from operations	(189,868)	(342,209)
Other income (expense)
Interest expense	(92,713)	(149,005)
Debt discount	0	(65,500)
Derivative recovery (expense)	$ 393,109	$ (260,008)
Loss on extinguishment of debt	$ (108,489)	$ (99,128)
Forgiveness of debt	$ 5,082	$ 0
Total other income (expense)	196,989	(573,641)
Net income (loss)	$ 7,121	$ (915,850)
Basic and diluted income (loss) per common share	$ 0.00	$ (1,570.93)
Weighted average shares outstanding, basic and diluted	4,487,852	583

XML

Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock Shares	Common Stock Amount	Additional Paid in Capital	Shares Held in Escrow	Series B Preferred stock	Series C Preferred stock	Accumulated Deficit	Total
Balance at Aug. 31, 2014	140		857,870	(10,000)			(3,299,871)	(2,452,001)
Common Stock Issued for Services	3,501		327,846					327,846
Common Stock Issued for Conversion of debt	525		143,024					143,024
Net Loss, year ended August 31 2015							$ (915,850)	$ (915,850)
Balance. at Aug. 31, 2015	4,166		1,328,740	(10,000)			(4,215,721)	(2,896,981)
Common Stock Issued for Conversion of debt	18,795,060	188	840,154					840,342
Series B preferred stock issued as dividend					9,144		(9,144)
Series C preferred stock issued						32,550		32,550
Net Income, year ended August 31 2016							$ 7,121	$ 7,121
Balance at Aug. 31, 2016	18,799,226	188	2,168,894	(10,000)	9,144	32,550	(4,217,744)	(2,016,968)

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Aug. 31, 2016	Aug. 31, 2015
Cash flows from operating activities
Net income (loss)	$ 7,121	$ (915,850)
Adjustments to reconcile net loss to net cash used in operating activities
Change in derivative	(393,109)	260,008
Debt discount	0	65,500
Common stock issued for services	0	321,846
Depreciation	4,167	0
Write-off of oil and natural gas property	0	25,000
Stock issued to convert debt	288,639	0
Extinguishment of debt	103,407	100,707
Changes in operating assets and liabilities:
Accounts receivable	(288,439)	0
Inventory	(478,244)	0
Accounts payable	136,922	(123,770)
Deferred revenue	705,790	0
Interest payable	55,915	147,426
Accrued expenses and other liabilities	(214,230)	18,179
Cash provided by (used in) operating activities	(72,061)	(100,954)
Cash flows from investing activities
Notes receivable	(2,225)	0
Purchase of fixed assets	(8,928)	(3,572)
Cash flows used in investing activities	(11,153)	(3,572)
Cash flows from financing activities
Proceeds from related party loan	0	3,830
Repayments of related party loan	0	0
Proceeds from notes payable	75,000	105,500
Proceeds from sale of stock	0	0
Cash provided by financing activities	75,000	109,330
Net change in cash	(8,214)	4,804
Cash at beginning of period	16,293	11,489
Cash at end of period	8,079	16,293
Supplemental disclosure of non-cash investing activities
Common shares issued for conversion of debt	731,665	143,024
Supplemental cash flow Information:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

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NATURE OF BUSINESS

12 Months Ended

Aug. 31, 2016

NATURE OF BUSINESS

NATURE OF BUSINESS

NOTE 1 – 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 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.

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.

• 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)

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.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.

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SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Aug. 31, 2016

SIGNIFICANT ACCOUNTING POLICIES:

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired.

Income taxes

The Company accounts for income taxes under ASC 740 “Income Taxes” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Fair Value of Financial Instruments

The Company’s financial instruments as defined by FASB ASC 825-10-50 include cash, accounts receivable, notes receivable, accounts payable, notes payable, related party payables, accrued interest and accrued expenses and other liabilities. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at August 31, 2016 and 2015.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities measured at fair value on a recurring basis at August 31, 2016. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the years ended August 31, 2016 and 2015.

Depreciation, Depletion, and Amortization

Upon beginning exploratory activities, costs of drilling and equipping successful wells, costs to construct or acquire facilities, associated asset retirement costs, and capital lease assets used in oil and gas activities will be depreciated using the unit-of-production (UOP) method based on total estimated proved developed oil and gas reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved properties and associated asset retirement costs, will be depleted using the UOP method based on total estimated proved developed and undeveloped reserves. Mineral properties will also deplete using the UOP method. All other properties are stated at historical acquisition cost, net of impairments, and are depreciated using the straight-line method over the useful lives of the assets, which range from 3 to 15 years for furniture and equipment, up to 40 years for buildings, and up to 47 years for gathering facilities.

Earnings Per Share Information

FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

Share Based Expenses

ASC 718 “Compensation - Stock Compensation” codified SFAS No. 123, which prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity - Based Payments to Non-Employees” which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 (“EITF 96-18”), “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”. Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Revenue recognition

The Company recognizes revenue on the completed contract basis of accounting in accordance with generally accepted accounting principles in ASC 606. The Company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The seller’s price to the buyer is fixed and (4) Collectability is reasonably assured.

Recent Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements

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GOING CONCERN

12 Months Ended

Aug. 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 $4,109,255. We have negative working capital of $2,025,301 as of August 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 traditional and non-traditional bank financing, convertible debt, and equity financing from the sale of our common stock via S-1 Registration Statement 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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STOCKHOLDERS' EQUITY

12 Months Ended

Aug. 31, 2016

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 4 – STOCKHOLDERS’ EQUITY

During the year ended August 31, 2016, the Company increased the total number of common shares authorized that may be issued by the Company to 5,000,000,000, authorized the issuance of 50,000,000 preferred shares and set the par value of the common and preferred shares to $.00001 per share.

On September 12, 2015 52 shares were issued on conversion of a convertible promissory note.

On September 16, 2015 208 shares were issued on conversion of a convertible promissory note.

On September 22, 2015 97 shares were issued on conversion of a convertible promissory note.

On September 24, 2015 96 shares were issued on conversion of a convertible promissory note.

On September 29, 2015 97 shares were issued on conversion of a convertible promissory note.

On September 30, 2015 224 shares were issued on conversion of a convertible promissory note.

On October 1, 2015 97 shares were issued on conversion of a convertible promissory note.

On October 5, 2015 251 shares were issued on conversion of a convertible promissory note.

On October 8, 2015 251 shares were issued on conversion of a convertible promissory note.

On October 12, 2015 251 shares were issued on conversion of a convertible promissory note.

On October 13, 2015 251 shares were issued on conversion of a convertible promissory note.

On October 14, 2015, the Board of Directors of Cherubim Interests, Inc. (the “Company”) approved the amendment and restatement of the Company’s Articles of Incorporation. The purpose of the Restatement was to:

i.      Increase the number of authorized shares of Common Stock to 5,000,000,000;

ii.     Increase the number of authorized shares of Preferred Stock to 50,000,000;

iii.    Set the par value of the Common and Preferred Stock to $0.00001;

iv.    Authorize the Board of Directors to issue “blank check” Preferred Stock and fix the rights, preferences, privileges, qualifications, limitations, and restrictions of any Preferred Stock issued by the Company, including the number of shares constituting any series or the designation of such series.

Also on October 14, 2015, the Board of the Company approved the amendment and restatement of the Certificates of Designation to the Articles of Incorporation of the Company’s Series A and B Preferred Stock (“the Preferred Classes”). The rights, preferences, privileges, restrictions and characteristics of the Preferred Classes are detailed in the Amended Certificate of Designation to the Articles of Incorporation filed hereto as exhibits 3(ii) and 3(iii) to this filing.

On October 14, 2015, the Company declared a dividend of 1 Series B Preferred share per 3 shares of common stock to the owners of record as of the close of business on December 31, 2015.

On October 21, 2015 251 shares were issued on conversion of a convertible promissory note.

On October 22, 2015 249 shares were issued on conversion of a convertible promissory note.

On October 23, 2015 67 shares were issued on conversion of a convertible promissory note.

On October 26, 2015 250 shares were issued on conversion of a convertible promissory note.

On October 27, 2015 $15,000 of affiliate debt was converted into 9,999 restricted shares of the company’s common stock.

On October 30, 2015 184 shares were issued on conversion of a convertible promissory note.

On November 3, 2015 251 shares were issued on conversion of a convertible promissory note.

On November 4, 2015 251 shares were issued on conversion of a convertible promissory note.

On November 6, 2015 834 shares were issued on conversion of a convertible promissory note.

On November 9, 2015 $90,000 of affiliate debt was converted into 60,000 restricted shares of the company’s common stock.

On November 9, 2015 405 shares were issued on conversion of a convertible promissory note.

On November 10, 2015 251 shares were issued on conversion of a convertible promissory note.

On November 12, 2015 1,084 shares were issued on conversion of a convertible promissory note.

On November 18, 2015 251 shares were issued on conversion of a convertible promissory note.

On November 19, 2015 1,079 shares were issued on conversion of a convertible promissory note.

On November 21, 2015 228 shares were issued on conversion of a convertible promissory note.

On November 23, 2015 2,333 shares were issued on conversion of a convertible promissory note.

On November 24, 2015 3,333 shares were issued on conversion of a convertible promissory note.

On December 1, 2015 4,858 shares were issued on conversion of a convertible promissory note.

On December 7, 2015 3,333 shares were issued on conversion of a convertible promissory note.

On December 14, 2015 7,333 shares were issued on conversion of a convertible promissory note.

On December 29, 2015 6,666 shares were issued on conversion of a convertible promissory note.

On January 4, 2016 19,064 shares were issued on conversion of a convertible promissory note.

On January 26, 2016 7,333 shares were issued on conversion of a convertible promissory note.

On February 5, 2016 4,398 shares were issued on conversion of a convertible promissory note.

On May 18, 2016 6,700 shares were issued on conversion of a convertible promissory note

On June 3, 2016 15,000,000 shares were issued for services performed

On June 8, 2016 797 shares were issued for services performed

On June 3, 2016 2,500,000 shares were issued for services performed

On June 27, 2016 90,651 shares were issued on conversion of a convertible promissory note

On June 27, 2016 173,566 shares were issued on conversion of a convertible promissory note

On July 1, 2016 865,792 shares were issued on conversion of a convertible promissory note.

Cherubim Interests, Inc., (hereafter, the “Registrant” or the “Company”) adopted its 2016 Equity Incentive Plan. Originally adopted on June 12, 2016, the 2016 Equity Incentive Plan is amended and restated as of July 12, 2016, (hereinafter referred to as the “Plan”). The nature and purpose of the Plan is to compensate the Company’s officers, directors, employees, and consultants (hereafter, collectively, “Participants” or individually a “Participants”) for services rendered to the Company and to generate an increased incentive to contribute to the progress of the Company. The Plan is attached as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on or about July 12, 2016, and provides for the issuance of an aggregate of 10,000,000 shares of the Registrant’s common stock in connection with common stock purchase options granted under the Plan, or outright grants of common stock under the Plan (grants of common stock purchase options or shares of common stock are hereafter generically referred to as “Awards.” Awards under the Plan may be made at any time up until June 12, 2022 (the “Plan Expiration Date”).

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CONVERTIBLE NOTES PAYABLE

12 Months Ended

Aug. 31, 2016

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

NOTE 5 – 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 Company’s 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. To date $15,250 of the principal debt of $36,750 has been converted into 132,428,062 common shares of the company.

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 Company’s 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 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 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. To date, $64,934 of the principal and interest was converted into 865,792 common shares of the Company’s common stock.

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.

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DERIVATIVE LIABILITIES

12 Months Ended

Aug. 31, 2016

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES

NOTE 6 – 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. Included in the model to value the derivative liabilities of the above loans are the following assumptions: stock price at valuation date of $0.047 - $0.20, exercise price of $0.004 - $0.010, dividend yield of zero, years to maturity of 0.07 – 0.77, a risk free rate of 0.06% - 0.11%, and annualized volatility of 127% - 315%. The above loans were all discounted in full based on the valuations and the Company recognized an additional derivative expense of $78,814 upon recording of the derivative liabilities. 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 August 31, 2016, the Company recorded a total change in the value of the derivative liabilities of $393,109.

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

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INCOME TAXES

12 Months Ended

Aug. 31, 2016

INCOME TAXES

INCOME TAXES

NOTE 7 – INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the period ended August 31, 2016, applicable under ACS 740. As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.

The provision for federal income tax consists of the following:

Federal income tax benefit attributable		2016		2015
Current operations	$	(2,500)	$	225,852
Valuation allowance		2,500		225,852
Net deferred tax asset	$	-	$	-

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

		2016		2015
Net operating loss carry forward	$	1,361,857	$	1,364,357
Valuation allowance		(1,361,857)		(1,364,357)
Net deferred tax asset	$	-	$	-

The Company did not pay any income taxes during the years ended August 31, 2016 or 2015.

The net federal operating loss carry forward will expire in 2032. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Aug. 31, 2016

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

The Company has current loans totaling $57,424 to fund operations which carry varying interest rates. As of August 31, 2016 and 2015, the Company owed $57,424 and $995,698 of principal plus accrued interest of $nil and $532,454. The loans are unsecured and due on demand and as such are included in current liabilities.

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NOTE RECEIVABLE

12 Months Ended

Aug. 31, 2016

NOTE RECEIVABLE

NOTE RECEIVABLE

NOTE 9 – NOTE RECEIVABLE

The Company has advanced funds totaling $50,000 to Victura Construction Group Inc. During the year ended August 31, 2016, the Company established a full reserve against the balance as a result.

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SUBSEQUENT EVENTS

12 Months Ended

Aug. 31, 2016

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

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.

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.

On November 29 2016, the company converted approximately $677,391 of principle and interest debt into 116,791,552 shares of common stock in the company.

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ACCOUNTING POLICIES (Policies)

12 Months Ended

Aug. 31, 2016

Accounting Policies:

Basis of Presentation

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Estimates

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash, Policy

Cash

Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired.

Income taxes, Policy

Income taxes

The Company accounts for income taxes under ASC 740 “Income Taxes” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments as defined by FASB ASC 825-10-50 include cash, accounts receivable, notes receivable, accounts payable, notes payable, related party payables, accrued interest and accrued expenses and other liabilities. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at August 31, 2016 and 2015.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities measured at fair value on a recurring basis at August 31, 2016. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the years ended August 31, 2016 and 2015.

Depreciation, Depletion, and Amortization, Policy

Depreciation, Depletion, and Amortization

Upon beginning exploratory activities, costs of drilling and equipping successful wells, costs to construct or acquire facilities, associated asset retirement costs, and capital lease assets used in oil and gas activities will be depreciated using the unit-of-production (UOP) method based on total estimated proved developed oil and gas reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved properties and associated asset retirement costs, will be depleted using the UOP method based on total estimated proved developed and undeveloped reserves. Mineral properties will also deplete using the UOP method. All other properties are stated at historical acquisition cost, net of impairments, and are depreciated using the straight-line method over the useful lives of the assets, which range from 3 to 15 years for furniture and equipment, up to 40 years for buildings, and up to 47 years for gathering facilities.

Earnings Per Share Information

Earnings Per Share Information

FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

Share Based Expenses

Share Based Expenses

ASC 718 “Compensation - Stock Compensation” codified SFAS No. 123, which prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 “Equity - Based Payments to Non-Employees” which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 (“EITF 96-18”), “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”. Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Revenue recognition

Revenue recognition

The Company recognizes revenue on the completed contract basis of accounting in accordance with generally accepted accounting principles in ASC 606. The Company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The seller’s price to the buyer is fixed and (4) Collectability is reasonably assured.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements

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SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Tables)

12 Months Ended

Aug. 31, 2016

SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Tables):

Schedule of Provision for federal income tax

The provision for federal income tax consists of the following:

Federal income tax benefit attributable		2016		2015
Current operations	$	(2,500)	$	225,852
Valuation allowance		2,500		225,852
Net deferred tax asset	$	-	$	-

Schedule of Reconciliation of income taxes computed at the 35% statutory rate to the income tax

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

		2016		2015
Net operating loss carry forward	$	1,361,857	$	1,364,357
Valuation allowance		(1,361,857)		(1,364,357)
Net deferred tax asset	$	-	$	-

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GOING CONCERN (Details)	Aug. 31, 2016 USD ($)
GOING CONCERN DETAILS
Accumulated deficit since inception	$ 4,109,255
Negative working capital	$ 2,025,301

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EQUITY (Details) - $ / shares	Aug. 31, 2016	Oct. 30, 2015	Oct. 27, 2015	Oct. 26, 2015	Oct. 23, 2015	Oct. 22, 2015	Oct. 21, 2015	Oct. 14, 2015	Oct. 13, 2015	Oct. 12, 2015	Oct. 08, 2015	Oct. 05, 2015	Oct. 01, 2015	Sep. 30, 2015	Sep. 29, 2015	Sep. 24, 2015	Sep. 22, 2015	Sep. 16, 2015	Sep. 12, 2015
EQUITY DETAILS
Increased authorized common shares that may be issued	5,000,000,000
Authorized the issuance of preferred shares	50,000,000
Authorized the issuance of shares, Par value	$ 0.0001
Shares issued on conversion of a convertible promissory note		184		250	67	249	251		251	251	251	251	97	224	97	96	97	208	52
Shares issued related to a debt conversion			15,000
Increase the number of authorized shares of Common Stock								5,000,000,000
Increase the number of authorized shares of Preferred Stock								50,000,000
Par value of the Common stock								$ 0.0001
Par value of the Preferred Stock								$ 0.0001
Restricted shares of the company's common stock			9,999

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EQUITY 1 (Details) - shares	Dec. 29, 2015	Dec. 14, 2015	Dec. 07, 2015	Dec. 02, 2015	Nov. 24, 2015	Nov. 23, 2015	Nov. 21, 2015	Nov. 19, 2015	Nov. 18, 2015	Nov. 12, 2015	Nov. 10, 2015	Nov. 09, 2015	Nov. 06, 2015	Nov. 04, 2015	Nov. 03, 2015
EQUITY 1 DETAILS
Shares issued on conversion of a convertible promissory note	6,666	7,333	3,333	858	3,333	2,333	228	1,079	251	1,084	251	405	834	251	251
Shares issued related to a debt conversion												90,000
Restricted shares of the company's common stock												60,000

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EQUITY 2 (Details) - shares	Jul. 01, 2016	Jun. 27, 2016	Jun. 08, 2016	Jun. 03, 2016	May 18, 2016	Feb. 05, 2016	Jan. 26, 2016	Jan. 04, 2016
EQUITY 2 DETAILS
Shares issued related to a debt conversion	865,792	90,651			700	4,398	7,333	19,064
Shares issued on conversion of a convertible promissory note			797	2,500,000
Shares were issued for services performed		173,566
Shares were issued for services performed				15,000,000

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CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Jul. 28, 2016	Jan. 21, 2016	Oct. 09, 2015	Sep. 24, 2015	Sep. 15, 2015	Jul. 31, 2015	Jul. 21, 2015	Jun. 19, 2015	Apr. 27, 2015	Aug. 05, 2014
CONVERTIBLE NOTES PAYABLE DETAILS
Issued a convertible promissory note in the amount	$ 50,000									$ 36,750
Note bears interest	10.00%									8.00%
Loan and accrued interest converted into shares of common stock at a rate								70.00%
Converted shares of common stock at a rate										55.00%
Principal debt		$ 6,500				$ 4,000	$ 3,150		$ 1,600
Accrued interest totaling		7,257				4,314	3,390		1,692
Principal debt was converted into common shares of the company		131,962,181				148,689	$ 112,074		$ 205,118
Principal debt of $36,750 has been converted into common shares of the company		$ 132,428,062
Issued a convertible promissory note to Gold Coast Capital, LLC								$ 25,000
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
Principal debt of $19,975 has been converted into common shares of the company			$ 20,920,958
Issued a convertible promissory note to Auctus Fund LLC						45,750
Principal debt of $64,934 has been converted into common shares of the company						$ 865,792
Company issued a convertible promissory note in the amount	$ 25,000

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DERIVATIVE LIABILITIES (Details)	Aug. 31, 2016 USD ($) $ / shares
PRICING MODEL WITH THE ASSUMPTIONS DETAILS
Stock price at valuation minimum	$ 0.047
Stock price at valuation maximum	0.20
Exercise price minimum	0.004
Exercise price maximum	$ 0.001
Expected dividend yield	0.00%
Expected term years to maturity minimum	0.07
Expected term years to maturity maximum	0.77
Risk-free interest rate minimum	0.06%
Risk-free interest rate maximum	0.11%
Expected volatility minimum	127.00%
Expected volatility maximum	315.00%
Recognized an additional derivative expense | $	$ 78,814
Total change in the value of the derivative liabilities | $	$ 393,109

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PROVISION FOR FEDERAL INCOME TAX CONSISTS OF THE FOLLOWING (Details) - USD ($)	12 Months Ended
	Aug. 31, 2016	Aug. 31, 2015
Federal income tax benefit attributable
Current operations	$ (2,500)	$ 225,852
Valuation allowance	$ 2,500	225,852
Net deferred tax asset		$ 0

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RECONCILIATION OF INCOME TAXES COMPUTED (Details) - USD ($)	Aug. 31, 2016	Aug. 31, 2015
RECONCILIATION OF INCOME TAXES DETAILS
Net operating loss carry forward	$ 1,361,857	$ 1,364,357
Valuation allowance	$ (1,361,857)	(1,364,357)
Net deferred tax asset		$ 0

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	Aug. 31, 2016	Aug. 31, 2015
RELATED PARTY TRANSACTIONS DETAILS:
Current loans	$ 57,424	$ 57,424
Related party payables	57,424	995,698
Accrued interest	$ 0	$ 532,454

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NOTE RECEIVABLE (Details)	Aug. 31, 2016 USD ($)
NOTE RECEIVABLE DETAILS
Advanced funds to Victura Construction Group Inc	$ 50,000

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SUBSEQUENT EVENTS (Details) - USD ($)	Nov. 29, 2016	Nov. 21, 2016	Nov. 16, 2016	Nov. 15, 2016
SUBSEQUENT EVENTS DETAILS:
Issued a convertible promissory note to Auctus Fund, LLC in the amount				$ 68,750
Bears interest per annum		10.00%	12.00%	10.00%
Issued a convertible promissory note to JSJ Investments in the amount			$ 50,000
Tangiers has agreed to purchase Company's common stock		$ 5,000,000
Company's common stock to be sold at		85.00%
Company issued to Tangiers that certain convertible promissory note		$ 50,000
Company issued to Tangiers that certain convertible promissory note in respect 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 matures and bears interest per annum		10.00%
Company's common stock at a price equal		$ 0.005
Grant of a warrant shares of common stock of the Company		$ 2,500,000
Grant of a warrant shares of common stock of the Company at an exercise price per share		$ 0.01
Company converted principle and interest debt	$ 677,391
Company converted principle and interest debt into shares of common stock in the company	$ 116,791,552