10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

The Quarterly period ending February 28, 2017

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

For the Transition Period from _____to_____

Commission File Number: 333-150061

CHERUBIM INTERESTS INC.

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

NEVADA	98-0585268
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1304 Norwood Dr.

Bedford TX. 76022

(Address of Principal Executive Offices) (Zip Code)

Issuer's telephone number: 844 842 8872

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes  X . . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  X .No ..

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

Large accelerated filer	.	Accelerated filer	..
Non-accelerated filer	.(Do not check if a smaller reporting company)	Smaller reporting company	X .

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

As of November 30, 2016 there were 315,885,847 shares of common stock, par value $0.00001, outstanding.

1

INDEX

PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS OF OPERATION	17
ITEM 3.	QUANTITIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4T.	CONTROLS AND PROCEDURES	20
PART II	OTHER INFORMATION
ITEM 1A	RISK FACTORS	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	22
ITEM 5.	OTHER INFORMATION	23
ITEM 6.	EXHIBITS	23
SIGNATURES		23

2

ITEM 1. CONDENSED FINANCIAL STATEMENTS

Condensed Balance Sheets as of February 28, 2017 (Unaudited) and August 31, 2016	4
Condensed Statements of Operations for the Three and Six Months Ended February 28, 2017 and February 29, 2016 (Unaudited)	5
Condensed Statements of Cash Flows for the Six Months Ended February 28, 2017 and February 29, 2016 (Unaudited)	6
Notes to Unaudited Condensed Financial Statements	7

3

CHERUBIM INTERESTS INC.
Condensed Balance Sheets (Unaudited)
		February 28,		August 31,
		2017		2016
ASSETS
Current assets
Cash	$	-	$	8,079
Accounts receivable		105,509		333,601
Inventory		362,570		478,244
Notes receivable		1,980		2,225
Related party receivable		54,014		-
Total current assets		524,073		822,149
Fixed assets		5,893		8,333
Total assets	$	529,966	$	830,482
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank indebtedness	$	1,686	$	-
Accounts payable		64,967		149,535
Notes payable		320,550		727,142
Related party payables		-		57,424
Unclaimed debt		580,006		580,006
Accrued interest		391,095		588,369
Deferred revenue		478,491		705,790
Derivative liability		99,210		39,184
Accrued expenses and other liabilities		-		-
Total current liabilities		1,936,005		2,847,450
Notes payable (non-current portion)	-		-
Total liabilities		1,936,005		2,847,450
Stockholders' Deficit
Common stock, $0.00001 par value; 5,000,000,000 shares authorized;
315,885,847 and 18,799,226 issued and outstanding at November 30, 2016 and August 31, 2016, respectively		6,929		188
Series B preferred stock		9,144		9,144
Series C preferred stock		32,550		32,550
Shares held in escrow		(10,000)		(10,000)
Additional paid in capital		5,531,847		2,168,894
Deficit accumulated during the development stage		(6,976,509)		(4,217,744)
Total stockholders' deficit		(1,406,039)		(2,016,968)
Total liabilities and stockholders' deficit	$	529,966	$	830,482
See accompanying notes to unaudited condensed financial statements

4

CHERUBIM INTERESTS INC.
Condensed Statements of Operations (Unaudited)
		Three months ended				Six months ended
		February 28,		February 29,		February 28,		February 29,
		2017		2016		2017		2016
Revenues	$	381,516	$	-	$	790,144	$	-
Cost of goods sold		(208,393)		-		(426,726)		-
Gross profit		173,123		-		363,418		-
Operating expenses
Compensation expenses		92,282		-		195,745		-
Professional fees		72,213		8,820		2,296,064		17,700
Travel and promotion		3,880		-		16,131		4,225
Depreciation		1,221		1,221		2,441		2,441
Sales expenses		13,627		-		65,586		-
Other general and administrative		47,514		150,387		110,874		2,315,417
Total operating expenses		230,737		160,428		2,686,841		2,339,783
Loss from operations		(57,614)		(160,428)		(2,323,423)		(2,339,783)
Other income (expense)
Interest expense		(157,365)		(33,255)		(234,164)		(72,804)
Derivative recovery		(64,610)		27,033		(60,026)		396,735
Loss on extinguishment of debt		111,109		8,461		(141,151)		(35,925)
Total other income (expense)		(110,866)		2,239		(435,341)		288,006
Loss before provision for income taxes		(168,480)		(158,189)		(2,758,764)		(2,051,777)
Provision for Income taxes		-		-		-		-
Net loss	$	(168,480)	$	(158,189)	$	(2,758,764)	$	(2,051,777)
Basic and diluted loss per common share	$	(0.00)	$	(1.33)	$	(0.01)	$	(28.44)
Weighted average shares outstanding		387,008,055		118,505		248,800,477		72,156
See accompanying notes to unaudited condensed financial statements

5

CHERUBIM INTERESTS INC.
Condensed Statements of Cash Flows (unaudited)
		Six months ended
		February 28,		February 29,
		2017		2016
Cash flows from operating activities
Net income (loss)	$	(2,758,764)	$	(2,051,777)
Adjustments to reconcile net loss to net cash used in operating activities
Change in derivative		60,026		(396,735)
Common stock issued for services		2,197,480		2,160,000
Depreciation		2,441		2,441
Stock issued to convert debt		796,658		-
Extinguishment of debt		(31,036)		35,925
Changes in operating assets and liabilities:
Accounts receivable		228,092		-
Inventory		115,674		-
Accounts payable		(84,570)		28,986
Deferred revenue		(227,299)		-
Interest payable		(197,274)		6,560
Accrued expenses and other liabilities		-		118,831
Cash provided by (used in) operating activities		101,428		(95,769)
Cash flows from investing activities
Notes receivable		245		-
Purchase of fixed assets		-		(12,500)
Cash flows used in investing activities		245		(12,500)
Cash flows from financing activities
Proceeds from related party loan		-		92,851
Repayments of related party loan		(111,438)		-
Bank indebtedness		1,686		-
Cash provided by financing activities		(109,752)		92,851
Net change in cash		(8,079)		(15,418)
Cash at beginning of period		8,079		16,293
Cash at end of period	$	-	$	875
Supplemental disclosure of non-cash investing activities
Common shares issued for conversion of debt	$	685,549	$	-
Supplemental cash flow Information:
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-

See accompanying notes to unaudited condensed financial statements

6

CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by Cherubim Interests Inc. (the "Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at February 28, 2017 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s August 31, 2016 and 2015 audited financial statements. The results of operations for the period ended February 28, 2017 are not necessarily indicative of the operating results for the full year.

NOTE 2 – NATURE OF BUSINESS

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

·

Turn-key from acquisition to sale:

·

Due diligence (regardless of purchase)

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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

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Expected to add 14 million new residents by 2030

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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.

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CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

VR Business Description

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

VR Business Services

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

Key Strengths of VR

Through its Member(s) and Management Team VR:

·

utilizes a network of dedicated contractors,

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enjoys industry relationships going back 30 years,

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maintains a Strong reputation with suppliers, subcontractors and realtors,

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

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is well-positioned for continued growth,

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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.

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CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

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:

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Residential and Commercial construction management,

·

Showroom and staff Designers,

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Insurance and contractor program management,

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Continuing Education programs and certification for the Insurance industry,

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Materials supply relationships,

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Supply chain distribution and logistics,

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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.

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CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

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

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Exclusive Global License for Proprietary Technology

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“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.

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CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

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

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

·

Standard Operating Procedures

·

Cultivation

·

Inventory Control and Management Systems

·

Genetics Counseling and Testing Procedures

·

Extract Processing and Equipment Design, and

·

Proprietary Product Line(s)

SPERRY VAN NESS/TJF INVESTMENTS JOINT VENTURE

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

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

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

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

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

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

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CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

X-WALLS DISTRIBUTION AGREEMENT

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

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

·

Clean integration of technology within XWALLS opens up more living space

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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

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Remote access control to smart TV screens

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Screen-to-screen mirroring

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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.

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 $6,976,509 and a negative working capital of $1,411,932 as of February 28, 2017. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has minimal cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.

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CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

NOTE 4 - CONVERTIBLE NOTES PAYABLE

On August 5th, 2014, the Company issued a convertible promissory note to LG Capital in the amount of $36,750. The note was due on August 5th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the 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 .On September 1, 2016 $3,275 of the principle along with $542.66 of accrued interest was converted into 931,725 shares of common stock. On September 29, 2016 $5,275 of principle along with $983.76 of accrued interest was converted into 5,808,450 common stock of the company. On October 26, 2016 the remaining principle of $6,000 along with $1,066.52 of accrued interest was converted into 11,172,363 shares of common stock in the company resulting in a extinguishment of debt. THIS NOTE HAS BEEN PAID IN FULL

On June 19, 2015, the Company issued a convertible promissory note to Gold Coast Capital, LLC in the amount of $25,000. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the 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 November 9, 2016, the company entered into a debt purchase agreement with LG Capital whereby the remaining principle amount of $10,414 was purchased and converted into 18,111,304 shares of the company’s common stock. THIS NOTE HAS BEEN PAID IN FULL

On July 31, 2015, the Company issued a convertible promissory note to Auctus Fund, LLC in the amount of $45,750. The note is due on May 1, 2016 and bears interest at 10% per annum. The loan becomes convertible 300 days after the date of the note. The loan and any accrued interest can then be converted into shares of the 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 June 23, 2016 $45,750 of the principal along with $19,184.40 accrued interest was converted into 865,792 common shares of the Company’s common stock. On September 9, 2016 $3,816.50 of accrued interest was converted into 1,174,307 shares. On October 7, 2016, the remaining principle of $6,999.10 was converted into 6,999,100 shares of the company resulting in an extinguishment of debt. THIS NOTE HAS BEEN PAID IN FULL

On July 28, 2016, the Company issued a convertible promissory note in the amount of $50,000. The note is due on January 28, 2017 and bears interest at 10% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the 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.

13

CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

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.

14

CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

NOTE 5 – DERIVATIVE LIABILITIES

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

ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with the above convertible debt. During the period ended February 28, 2017, the Company recorded a total change in the value of the derivative liabilities of $60,026.

From inception to February 28, 2017 the Company has not granted any stock options.

NOTE 6 - STOCKHOLDERS' EQUITY

The total number of common shares authorized that may be issued by the Company is 5,000,000,000 shares with a par value of $0.0001 per share and 50,000,000 preferred shares.

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

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

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

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

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

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

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

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

15

CHERUBIM INTERESTS INC.

Notes to Condensed Unaudited Financial Statements

February 28, 2017

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

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

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

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

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

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

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

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

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

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

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

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

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

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has a current receivable totaling $54,014. As of November 30, 2016 the Company owed $57,424. The receivable and loan is unsecured and due on demand and as such are included in current assets/liabilities.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, we have analyzed our operations subsequent to February 28, 2017 and to the date of these financial statements were issued, and have determined that we do not have any material subsequent events to disclose in these financial statements.

16

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

Forward Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

·

the uncertainty of profitability based upon our history of losses;

·

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

·

risks related to our international operations and currency exchange fluctuations;

·

risks related to product liability claims;

·

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

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

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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

As used in this annual report, the terms "we", "us", "our", the "Company" and "Falcon" mean Falcon Crest Energy Inc., unless otherwise indicated.

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Our Current Business

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

RESULTS OF OPERATIONS

The following is a discussion and analysis of our results of operation for three and six month period ended February 28, 2017 and February 29, 2016 and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our audited financial statements and the notes thereto included elsewhere in this annual report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

		Three months ended				Six months ended
		February 28, 2017		February 29, 2016		February 28, 2017		February 29, 2016
Revenue	$	381,516	$	−	$	790,144	$	−
Cost of Goods Sold		(208,393)		−		(426,726)		−
Operating Expenses		(230,737)		(160,428)		(2,686,841)		(2,339,783)
Other Income (Expenses)		(110,866)		2,239		(435,341)		288,006
Income from Discontinued Operations		−		−		−		−
Net Income (Loss)	$	(168,480)	$	(158,189)	$	(2,758,764)	$	(2,051,777)

Revenue and Cost of Goods Sold

Our gross revenue for the three and six month period ended February 28, 2017, was $381,516 and $790,144, compared to $0 for the same period in fiscal 2016. Revenues and cost of goods sold in the current year were the result of the acquisition of VICT in February 2016 which began revenue generating activities in June 2016.

Operating Expenses

The major components of our expenses for the three and six month period ended February 28, 2017 and February 29, 2016 are outlined below:

		Three months ended				Six months ended
		February 28, 2017		February 29, 2016		February 28, 2017		February 29, 2016
Operating expenses:
Compensation expense	$	92,282	$	-	$	195,745	$	-
Professional fees		72,213		8,820		2,296,064		17,700
Travel and promotion		3,880		-		16,131		4,225
Depreciation		1,221		1,221		2,441		2,441
Sales expenses		13,627		-		65,586		-
Other general & administrative		47,514		150,387		110,874		2,315,417
Total operating expenses	$	230,737	$	160,428	$	2,686,841	$	2,339,783

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The primary increase in the operating expenses for the three and six month period ended February 28, 2017 over the prior periods was the increase in professional fees paid in shares partially offset by other general and administrative expenses accrued and paid in shares in the prior period. As well, due to the increased activity of the Company, compensation and sales expenses also increased.

Liquidity and Capital Resource

Working Capital

		February 28, 2017		August 31, 2016
Current Assets	$	524,073	$	822,149
Current Liabilities		1,936,005		2,847,450
Working Capital Deficiency		1,411,932		2,025,301

Cash Flow

		2017		2016
Cash Used in Operating Activities	$	101,428	$	(95,769)
Cash Used in Investing Activities		245		(12,500)
Cash Provided by Financing Activities		(109,752)		92,851
Net Change in Cash	$	(8,079)	$	(15,418)

The Company had cash of $0, accounts receivable of $105,509, inventory of $362,570, accounts payable and accrued liabilities of $64,967, deferred revenue of $478,491, unclaimed debt of $580,006, accrued interest of $391,095 and notes payable of $320,550 as of February 28, 2017. In comparison, the Company had cash of $8,079, accounts receivable of $333,601, inventory of $478,244, accounts payable and accrued liabilities of $149,535, deferred revenue of $705,790, unclaimed debt of $580,006, accrued interest of $588,369 and notes payable of $727,142 as of August 31, 2016.

Cash Used In Operating Activities

The Company had cash provided by (used in) operating activities in the amount of $101,428 and $(95,769) during the three months ended February 28, 2017 and February 29, 2016.

Cash From Investing Activities

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

Cash from Financing Activities

In 2017, the Company had repayments of related party loan of $111,438 and bank indebtedness of $1,686. In 2016, the Company had related party proceeds of $92,851.

Going Concern

The audited financial statements for the year ended August 31, 2016, included in our annual report on the Form 10-K filed with Securities and Exchange Commission, have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has generated no revenue since inception, and has never paid any dividends and is unlikely to pay dividends or generate substantial earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at November 30, 2016, our company has accumulated losses of $6,808,029 since inception. As we do not have sufficient funds for our planned operations, we will be required to raise additional funds for operations and expansion.

19

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

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

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

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

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedure

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

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

20

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

Changes in Internal Control Over Financial Reporting.

There was no change in our internal control over financial reporting that occurred during the last fiscal quarter ended November 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS.

Risks and Uncertainties

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

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

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

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

WE LACK AN OPERATING HISTORY

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

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

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

21

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

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

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

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

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

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

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

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

22

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

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

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

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.
Date: May 18, 2017	By:	/s/ Patrick Johnson
		Patrick Johnson
		CEO and CFO

23

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Patrick Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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

May 18, 2017

/s/ Patrick Johnson

Patrick Johnson

CEO

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 for the three months ended November 30, 2015, 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.

May 18, 2017

/s/ Patrick Johnson

Patrick Johnson

CEO

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Document and Entity Information - shares	6 Months Ended
	Feb. 28, 2017	May 18, 2017
Document and Entity Information:
Entity Registrant Name	CHERUBIM INTERESTS, INC.
Entity Trading Symbol	chit
Document Type	10-Q
Document Period End Date	Feb. 28, 2017
Amendment Flag	false
Entity Central Index Key	0001421865
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		315,885,847
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2

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Condensed Balance Sheets (Unaudited) - USD ($)	Feb. 28, 2017	Aug. 31, 2016
Current assets
Cash	$ 0	$ 8,079
Accounts receivable	105,509	333,601
Inventory	362,570	478,244
Notes receivable	1,980	2,225
Related party receivable	54,014	0
Total current assets	524,073	822,149
Fixed assets	5,893	8,333
Total assets	529,966	830,482
Current liabilities
Bank indebtedness	1,686	0
Accounts payable	64,967	149,535
Notes payable	320,550	727,142
Related party payables	0	57,424
Unclaimed debt	580,006	580,006
Accrued interest	391,095	588,369
Deferred revenue	478,491	705,790
Derivative liability	99,210	39,184
Accrued expenses and other liabilities	0	0
Total current liabilities	1,936,005	2,847,450
Notes payable (non-current portion)	0	0
Total liabilities	1,936,005	2,847,450
Stockholders' Deficit
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 315,885,847 and 18,799,226 issued and outstanding at November 30, 2016 and August 31, 2016, respectively	6,929	188
Series B preferred stock	9,144	9,144
Series C preferred stock	32,550	32,550
Shares held in escrow	(10,000)	(10,000)
Additional paid in capital	5,531,847	2,168,894
Deficit accumulated during the development stage	(6,976,509)	(4,217,744)
Total stockholders' deficit	(1,406,039)	(2,016,968)
Total liabilities and stockholders' deficit	$ 529,966	$ 830,482

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Condensed Balance Sheets Parentheticals - $ / shares	Feb. 28, 2017	Aug. 31, 2016
Parentheticals
Common Stock, par value	$ 0.00001	$ 0.00001
Common Stock, shares authorized	5,000,000,000	5,000,000,000
Common Stock, shares issued	315,885,847	18,799,226
Common Stock, shares outstanding	315,885,847	18,799,226

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Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2017	Feb. 29, 2016
Revenue
Revenues	$ 381,516	$ 0	$ 790,144	$ 0
Cost of goods sold	(208,393)	0	(426,726)	0
Gross profit	173,123	0	363,418	0
Operating expenses
Compensation expenses	92,282	0	195,745	0
Professional fees	72,213	8,820	2,296,064	17,700
Travel and promotion	3,880	0	16,131	4,225
Depreciation	1,221	1,221	2,441	2,441
Sales expenses	13,627	0	65,586	0
Other general and administrative	47,514	150,387	110,874	2,315,417
Total operating expenses	230,737	160,428	2,686,841	2,339,783
Loss from operations	(57,614)	(160,428)	(2,323,423)	(2,339,783)
Other income (expense)
Interest expense	(157,365)	(33,255)	(234,164)	(72,804)
Derivative recovery	(64,610)	27,033	(60,026)	396,735
Loss on extinguishment of debt	111,109	8,461	(141,151)	(35,925)
Total other income (expense)	(110,866)	2,239	(435,341)	288,006
Loss before provision for income taxes	(168,480)	(158,189)	(2,758,764)	(2,051,777)
Provision for Income taxes	0	0	0	0
Net loss	$ (168,480)	$ (158,189)	$ (2,758,764)	$ (2,051,777)
Basic and diluted loss per common share	$ 0.00	$ (1.33)	$ (0.01)	$ (28.44)
Weighted average shares outstanding	387,008,055	118,505	248,800,477	72,156

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Condensed Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Cash flows from operating activities
Net income (loss)	$ (2,758,764)	$ (2,051,777)
Adjustments to reconcile net loss to net cash used in operating activities
Change in derivative	60,026	(396,735)
Common stock issued for services	2,197,480	2,160,000
Depreciation	2,441	2,441
Stock issued to convert debt	796,658	0
Extinguishment of debt	(31,036)	35,925
Changes in operating assets and liabilities:
Accounts receivable	228,092	0
Inventory	115,674	0
Accounts payable	(84,570)	28,986
Deferred revenue	(227,299)	0
Interest payable	(197,274)	6,560
Accrued expenses and other liabilities	0	118,831
Cash provided by (used in) operating activities	101,428	(95,769)
Cash flows from investing activities
Notes receivable	245	0
Purchase of fixed assets	0	(12,500)
Cash flows used in investing activities	245	(12,500)
Cash flows from financing activities
Proceeds from related party loan	0	92,851
Repayments of related party loan	(111,438)	0
Bank indebtedness,	1,686	0
Cash provided by financing activities	(109,752)	92,851
Net change in cash	(8,079)	(15,418)
Cash at beginning of period	0	875
Cash at beginning of period	0	875
Supplemental disclosure of non-cash investing activities
Common shares issued for conversion of debt	685,549	0
Supplemental cash flow Information:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

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CONDENSED FINANCIAL STATEMENTS

6 Months Ended

Feb. 28, 2017

CONDENSED FINANCIAL STATEMENTS:

CONDENSED FINANCIAL STATEMENTS

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

TheaccompanyingfinancialstatementshavebeenpreparedbyCherubimInterestsInc.(the"Company")withoutaudit.Intheopinionof management,alladjustments(whichincludeonlynormalrecurringadjustments)necessarytopresentfairlythefinancialposition,results ofoperations,andcashflowsatFebruary 28, 2017 andforallperiodspresentedherein,havebeenmade.

Certaininformationandfootnotedisclosuresnormallyincludedinfinancialstatementspreparedinaccordancewithaccountingprinciples generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s August 31, 2016 and 2015 audited financial statements. The results of operations for the period ended February 28, 2017 are not necessarily indicative of the operatingresultsforthefullyear.

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NATURE OF BUSINESS

6 Months Ended

Feb. 28, 2017

NATURE OF BUSINESS

NATURE OF BUSINESS

NOTE 2 – NATURE OF BUSINESS

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

·         Turn-key from acquisition to sale:

·         Due diligence (regardless of purchase)

·         Construction Services

·         Property Management

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

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

·         4 out of 5 Texans reside within the triangular region

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

·         Expected to add 14 million new residents by 2030

·         Ranked among ‘Best Big Cities for Jobs’ by Forbes

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

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

Victura Roofing LLC (Wholly-owned Subsidiary)

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

VR Mission Statement

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

VR Business Description

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

VR Business Services

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

Key Strengths of VR

Through its Member(s) and Management Team VR:

·         utilizes a network of dedicated contractors,

·         enjoys industry relationships going back 30 years,

·         maintains a Strong reputation with suppliers, subcontractors and realtors,

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

·         is well-positioned for continued growth,

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

·         maintains a trained team of managers and sales people.

VR Daily Marketing Strategy

The VR Daily Marketing Strategy is simple and has continued to work from the 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. (Should We omit this?)

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

BudCube Cultivation Systems

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

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

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

·         Diversified, Unique Business Approach Reduces Risk

·         Business Model Drives High Return On Capital

·         Business Model Features Raw Land Acquisitions with Redevelopment Opportunities

·         Exclusive Global License for Proprietary Technology

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

VENTURES

UNITED CANABIS CORP JOINT VENTURE

United Cannabis Corp. is a bio cannabinoid technologies company. It is built on scientific research, product development, and implementation of its proprietary cannabinoid therapy program. The company provides intellectual property, patent-pending technology, trusted brands, clinical data, technical training, sales tools and methodologies necessary to assist 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.comwww.svn-tjf.comwww.svn-tjf.comwww.svn-tjf.com.

X-WALLS DISTRIBUTION AGREEMENT

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

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

·         Clean integration of technology within XWALLS opens up more living space

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

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

·         Videoconferencing

·         Remote access control to smart TV screens

·         Screen-to-screen mirroring

·         Projections with matted panel technology and much more

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

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

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

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GOING CONCERN

6 Months Ended

Feb. 28, 2017

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 $6,976,509 and a negative working capital of $1,411,932 as of February 28, 2017. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently,theCompanyhasminimalcashandnomaterialassets,nordoesithaveoperationsorasourceofrevenuesufficienttocoverits operationcostsandallowittocontinueasagoingconcern.TheCompanywillbedependentupontheraisingofadditionalcapitalthrough placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful ineithersituationinordertocontinueasagoingconcern.Theofficersanddirectorshavecommittedtoadvancingcertainoperatingcosts of theCompany.

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CONVERTIBLE NOTES PAYABLE

6 Months Ended

Feb. 28, 2017

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

NOTE 4 - CONVERTIBLE NOTES PAYABLE

On August 5th, 2014, the Company issued a convertible promissory note to LG Capital in the amount of $36,750. The note was due on August 5th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the 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 .On September 1, 2016 $3,275 of the principle along with $542.66 of accrued interest was converted into 931,725 shares of common stock. On September 29, 2016 $5,275 of principle along with $983.76 of accrued interest was converted into 5,808,450 common stock of the company. On October 26, 2016 the remaining principle of $6,000 along with $1,066.52 of accrued interest was converted into 11,172,363 shares of common stock in the company resulting in a extinguishment of debt. THIS NOTE HAS BEEN PAID IN FULL

On June 19, 2015, the Company issued a convertible promissory note to Gold Coast Capital, LLC in the amount of $25,000. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the 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 November 9, 2016, the company entered into a debt purchase agreement with LG Capital whereby the remaining principle amount of $10,414 was purchased and converted into 18,111,304 shares of the company’s common stock. THIS NOTE HAS BEEN PAID IN FULL

On July 31, 2015, the Company issued a convertible promissory note to Auctus Fund, LLC. in the amount of $45,750. The note is due on May 1, 2016 and bears interest at 10% per annum. The loan becomes convertible 300 days after the date of the note. The loan and any accrued interest can then be converted into shares of the 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 June 23, 2016 $45,750 of the principal along with $19,184.40 accrued interest was converted into 865,792 common shares of the Company’s common stock. On September 9, 2016 $3,816.50 of accrued interest was converted into 1,174,307 shares. On October 7, 2016, the remaining principle of $6,999.10 was converted into 6,999,100 shares of the company resulting in an extinguishment of debt. THIS NOTE HAS BEEN PAID IN FULL

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

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

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

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.

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DERIVATIVE LIABILITIES

6 Months Ended

Feb. 28, 2017

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES

NOTE 5 – DERIVATIVE LIABILITIES

In accordance with AC 815, the Company has bifurcated the conversion feature of their convertible notes and recorded a derivative liability on the date each note became convertible. The derivative liability was then revalued on each reporting date. The Company uses theBlack-Scholesoptionpricingmodeltovaluethederivativeliability.Oncethe loansarefullyconverted,theremainingderivativeliabilityisreclassifiedtoequityasadditionalpaid-incapital.

ASC815requiresCompanymanagementtoassessthefairmarketvalueofcertainderivativesateachreportingperiodandrecognizeany 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 February 28, 2017, the Companyrecordedatotalchangeinthevalueofthederivativeliabilitiesof$60,026.

From inception to February 28, 2017 the Company has not granted any stock options.

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STOCKHOLDERS' EQUITY

6 Months Ended

Feb. 28, 2017

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 6 - STOCKHOLDERS' EQUITY

The total number of common shares authorized that may be issued by the Company is 5,000,000,000 shares with a par value of $0.0001 per share and 50,000,000 preferred shares.

OnSeptember1,2016500,000shareswereissuedfor services.

OnSeptember1,2016864,000shareswereissuedonconversionofaconvertiblepromissorynote.

OnSeptember 2,2016931,704shareswereissuedonconversionofaconvertiblepromissorynote. OnSeptember13,2016 2,000,000shareswereissuedfor services.

OnSeptember14,20167,334shareswereretired.

OnSeptember 21,20161,174,307shareswereissuedonconversionofaconvertiblepromissorynote.

OnOctober 3,20165,808,450shareswereissuedonconversionofaconvertiblepromissorynote.

OnOctober 17,20166,999,100shareswereissuedonconversionofaconvertiblepromissorynote.

OnOctober 31,201611,172,636shareswereissuedonconversionofaconvertiblepromissorynote.

OnNovember 15,201618,111,304shareswereissuedonconversionofaconvertiblepromissory note.

OnNovember 18,201622,845,275shareswereissuedonconversionofaconvertiblepromissory note.

OnNovember 28,201628,687,179shareswereissuedonconversionofaconvertiblepromissory note.

OnDecember 5,201631,553,311shareswereissuedonconversionofaconvertiblepromissory note.

OnDecember 12,201629,542,088shareswereissuedonconversionofaconvertiblepromissory note.

OnDecember 13,2016 10,000,000shareswereissuedfor services.

OnDecember 16,201638,159,371shareswereissuedonconversionofaconvertiblepromissory note.

OnDecember 22,2016116,791,552shareswereissuedonconversionofaconvertiblepromissory note.

OnDecember 28,201642,466,891shareswereissuedonconversionofaconvertiblepromissory note.

OnJanuary 17,201738,547,475shareswereissuedonconversionofaconvertiblepromissory note.

OnJanuary 17,2017 2,028,479 shareswereretired.

OnJanuary 27,201740,404,040shareswereissuedonconversionofaconvertiblepromissory note.

OnFebruary 15,201731,571,944shareswereissuedonconversionofaconvertiblepromissory note.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Feb. 28, 2017

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has a current receivable totaling $54,014. As of November 30, 2016 the Company owed $57,424. The receivable and loan is unsecured and due on demand and as such are included in current assets/liabilities.

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SUBSEQUENT EVENTS

6 Months Ended

Feb. 28, 2017

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, we have analyzed our operations subsequent to February 28, 2017 and to the date of these financial statementswereissued,andhavedeterminedthatwedonothaveanymaterialsubsequenteventstodiscloseinthesefinancialstatements.

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GOING CONCERN (Details)	Feb. 28, 2017 USD ($)
Going Concern Details
Accumulated deficit	$ 6,976,509
Negative working capital	$ 1,411,932

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CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Feb. 28, 2017	Oct. 31, 2016	Sep. 30, 2016	Jun. 23, 2016	Jan. 21, 2016	Oct. 09, 2015	Sep. 30, 2015	Jul. 31, 2015	Apr. 27, 2015
CONVERTIBLE NOTES PAYABLE DETAILS
Principal debt along with $92 of accrued interest totaling									$ 1,692
Principal debt along with $92 of accrued interest totaling was converted into common shares									205,118
Principal debt along with $240 of accrued interest totaling								$ 3,390
Principal debt along with $240 of accrued interest totaling was converted into common shares								112,074
Principal debt along with $314 of accrued interest totaling								$ 4,314
Principal debt along with $314 of accrued interest totaling was converted into common shares								148,689
Principal debt along with $757 of accrued interest totaling					$ 7,257
Principal debt along with $757 of accrued interest totaling was converted into common shares					131,962,181
Principal along with $542.66 of accrued interest was converted into shares of common stock			931,725
Principal along with $983.76 of accrued interest was converted into common stock			5,808,450
Remaining principal along with $1,066.52 of accrued interest was converted into shares of common stock		11,172,363
Principal debt of $10,000 was converted into common shares							6,250,000
Principal debt of $4,586 was converted into common shares							6,744,934
Principal debt of $5,389 was converted into common shares						7,926,024
Debt amounted with interest (amount 5025)25,000 of principal amount was	$ 19,975
Debt of 25,000 has been converted into shares	20,920,958
Remaining principal amount of $10,414 was purchased and converted into shares common stock	18,111,304
Principal along with $19,184.40 accrued interest was converted into common shares				865,792
Accrued interest of $3,816.50 was converted into shares			1,174,307
Remaining principle of $6,999.10 was converted into shares		6,999,100

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CONVERTIBLE NOTES PAYABLE NARRATIVE (Details)	Nov. 21, 2016 USD ($) $ / shares	Nov. 16, 2016 USD ($)	Nov. 15, 2016 USD ($)	Jul. 28, 2016 USD ($)	Jul. 31, 2015 USD ($)	Jun. 19, 2015 USD ($)	Aug. 05, 2014 USD ($)
CONVERTIBLE NOTES PAYABLE NARRATIVE DETAILS
Issued a convertible promissory note in the amount	$ 50,000	$ 50,000	$ 68,750	$ 50,000	$ 45,750	$ 25,000	$ 36,750
Note bears interest	10.00%	12.00%	10.00%	10.00%	10.00%		8.00%
The loan becomes convertible in days		180	300	180	300	180	180
Loan and accrued interest can then be converted into shares of the Company's common stock at a rate			50.00%		50.00%	70.00%
Company issued to Tangiers convertible note of a credit line in the original principal amount	$ 250,000
Company recorded a draw-down and consideration in respect of the credit line	$ 25,000
Draw-Down Note convertible into shares of the Company's common stock at a price equal | $ / shares	$ 0.005
Company approved a grant of a warrant for shares of common stock	$ 2,500,000

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DERIVATIVE LIABILITIES (Details)	3 Months Ended
	Feb. 28, 2017 USD ($)
DERIVATIVE LIABILITIES Details
Total change in the value of the derivative liabilities	$ 60,026

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EQUITY (Details) - $ / shares	Feb. 28, 2017	Feb. 15, 2017	Jan. 27, 2017	Jan. 17, 2017	Dec. 28, 2016	Dec. 22, 2016	Dec. 16, 2016	Dec. 13, 2016	Dec. 12, 2016	Dec. 05, 2016	Nov. 28, 2016	Nov. 18, 2016	Nov. 15, 2016	Oct. 31, 2016	Oct. 17, 2016	Oct. 03, 2016	Sep. 21, 2016	Sep. 14, 2016	Sep. 13, 2016	Sep. 02, 2016	Sep. 01, 2016
Capital stock transactions:
Authorized the issuance of shares	5,000,000,000
Authorized the issuance of shares, Par value	$ 0.0001
Preferred shares	50,000,000
Shares issued for services				2,028,479				10,000,000											2,000,000		500,000
Shares were issued on conversion of convertible promissory note		31,571,944	40,404,040	38,547,475	42,466,891	116,791,552	38,159,371		29,542,088	31,553,311	28,687,179	22,845,275	18,111,304	11,172,636	6,999,100	5,808,450	1,174,307			931,704	864,000
Shares were retired																		7,334

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EQUITY From dec-2016 to jan-2017 (Details) - shares	Feb. 15, 2017	Jan. 27, 2017	Jan. 17, 2017	Dec. 28, 2016	Dec. 22, 2016	Dec. 16, 2016	Dec. 13, 2016	Dec. 12, 2016	Dec. 05, 2016
Capital stock transactions:
Shares issued for services			2,028,479				10,000,000
Shares were issued on conversion of convertible promissory note	31,571,944	40,404,040	38,547,475	42,466,891	116,791,552	38,159,371		29,542,088	31,553,311

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RELATED PARTY TRANSACTIONS (Details)	Nov. 30, 2016 USD ($)
RELATED PARTY TRANSACTIONS DETAILS:
Current receivable totaling	$ 54,014
Company owed principal	$ 57,424

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Label	Element	Value
Cash at beginning of period	us-gaap_CashAndCashEquivalentsAtCarryingValue	$ 8,079
Cash at beginning of period	us-gaap_CashAndCashEquivalentsAtCarryingValue	$ 16,293