We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cherubim Interests Inc (CE) | USOTC:CHIT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
X .ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2015
.TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 333-150061
CHERUBIM INTERESTS INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 98-0585268 |
(State of incorporation) |
| (I.R.S. Employer ID No.) |
1304 Norwood Dr. Bedford TX. 76022 |
(Address of principal executive officers, including Zip Code) |
|
(888) 842-8872 |
(Issuer's Telephone Number) |
Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .. .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No X .
Indicate by checkmark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X .
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes . No X .
1
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter:
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:
As of August 31, 2015, there were 125,025,261 shares of common stock issued, par value $0.001, outstanding.
The aggregate market value of the voting and non-voting equity held by non-affiliates is 25,443,903 shares at .05 a share as of August 31, 2015 for a total market value of $6,367,004 and a total of 125,025,261 issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes . No X .
2
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Annual Report of Innocent, Inc. (the Company) on Form 10-K for the period ended August 31, 2015, filed with the Securities and Exchange Commission on December 16, 2015 (the Form 10-K), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and amended, and otherwise are not subject to liability under those sections.
3
PART IV
ITEM 15. EXHIBITS
(a)
The following exhibits are included as part of this report:
Exhibit Number |
| Title of Document |
31 |
| Section 302 Certification of CEO/CFO * |
32 |
| Section 906 Certification of CEO/CFO * |
101 |
| XBRL (eXtensible Business Reporting Language)** |
* Incorporated by reference to the Companys Form 10-K filed with the SEC on December 16, 2015
** Filed herewith.
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Cherubim Interests Inc.
/s/ Patrick Johnson
Patrick Johnson
CEO and Director
Dated: January 20, 2016
/s/ Corbin Grubbs
Corbin Grubbs
CFO
Dated: January 20, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Cherubim Interests Inc.
/s/ Patrick Johnson
Patrick Johnson
CEO and Director
Dated: January 20, 2016
/s/ Corbin Grubbs
Corbin Grubbs
CFO
Dated: January 20, 2016
5
Document and Entity Information - USD ($) |
12 Months Ended | |
---|---|---|
Aug. 31, 2015 |
Feb. 28, 2015 |
|
Document and Entity Information: | ||
Entity Registrant Name | CHERUBIM INTERESTS, INC. | |
Entity Trading Symbol | chit | |
Document Type | 10-K | |
Document Period End Date | Aug. 31, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 0001421865 | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 125,025,261 | |
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 | 2015 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 6,367,004 |
Balance Sheets Parentheticals - USD ($) |
Aug. 31, 2015 |
Aug. 31, 2014 |
---|---|---|
Parentheticals | ||
Notes receivable, net of allowance | $ 878,354 | $ 878,354 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, shares issued | 125,025,261 | 4,206,700 |
Common Stock, shares outstanding | 125,025,261 | 4,206,700 |
Statements of Operations - USD ($) |
12 Months Ended | |
---|---|---|
Aug. 31, 2015 |
Aug. 31, 2014 |
|
REVENUE: | ||
Revenues | $ 0 | $ 0 |
Operating expenses | ||
Professional fees | 114,693 | 362,957 |
Travel and promotion | 30,365 | 52,817 |
Research and development | 40,000 | 0 |
Exploration Costs | 3,111 | 278,500 |
Other general & administrative | 154,040 | 523,763 |
Total operating expenses | 342,209 | 1,218,037 |
Loss from operations | (342,209) | (1,218,037) |
Other income (expense) | ||
Interest expense | (149,005) | (121,913) |
Debt discount | (65,500) | (48,450) |
Derivative expense | (260,008) | (58,335) |
Impairment of assets | $ 0 | $ (210,000) |
Loss on extinguishment of debt | $ (99,128) | $ (81,800) |
Total other income (expense) | $ (573,641) | $ (520,498) |
Net loss | $ (915,850) | $ (1,738,535) |
Basic and diluted loss per common share | $ (0.05) | $ (0.74) |
Weighted average shares outstanding, basic and diluted | 17,504,036 | 2,357,242 |
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) |
Common Stock Shares |
Common Stock Amount |
Additional Paid In Capital |
Shares Held In Escrow |
Subscription Receivable |
Accumulated Deficit |
Total |
---|---|---|---|---|---|---|---|
Balance at Aug. 31, 2013 | 1,333,367 | 1,334 | 45,666 | 0 | 0 | (1,561,336) | (1,514,336) |
Common Stock Issued to Directors & Advisors | 133,333 | 133 | 1,867 | 0 | 0 | 0 | 2,000 |
Common Stock Issued for Executives | 1,813,333 | 1,813 | 600,437 | 0 | 0 | 0 | 602,250 |
Common Stock Issued for Services | 6,667 | 7 | 813 | 0 | 0 | 0 | 820 |
Common Stock Issued for Conversion of debt | 253,333 | 253 | 195,547 | 0 | 0 | 0 | 195,800 |
Non-trading Shares set aside for cancellation(Aug 2011) | 666,667 | 667 | 9,333 | (10,000) | 0 | 0 | 0 |
Net Loss, year ended August 31 2014 | $ 0 | $ 0 | $ 0 | $ 0 | $ (1,738,535) | $ (1,738,535) | |
Balance at Aug. 31, 2014 | 4,206,700 | 4,207 | 853,663 | (10,000) | 0 | (3,299,871) | (2,452,001) |
Common Stock Issued for Services | 105,050,174 | 105,050 | 222,796 | 0 | 0 | 0 | 327,846 |
Common Stock Issued for Conversion of debt | 15,768,387 | 15,768 | 127,256 | 0 | 0 | 0 | 143,024 |
Net Loss, year ended August 31 2015 | $ 0 | $ 0 | $ 0 | $ 0 | $ (915,850) | $ (915,850) | |
Balance at Aug. 31, 2015 | 125,025,261 | 125,025 | 1,203,715 | (10,000) | 0 | (4,215,721) | (2,896,981) |
NATURE OF BUSINESS |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
NATURE OF BUSINESS | |
NATURE OF BUSINESS | NOTE 1 NATURE OF BUSINESS
The Company was incorporated in the State of Nevada, United States of America on September 27, 2006 and its fiscal year end is August 31. 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. |
SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES: | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired.
Oil and Gas Property
The Company applies the successful efforts method of accounting for oil and gas properties. When incurred, exploration costs such as exploratory geological and geophysical costs, delay rentals, and exploration overhead will be charged against earnings as incurred. If an exploratory well provides evidence to justify potential completion as a producing well, drilling costs associated with the well will be initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. Acquisition costs of unproved properties are periodically assessed for impairment and will be transferred to proven oil and gas properties to the extent the costs are ultimately associated with successful exploration activities. Any significant undeveloped leases will be assessed individually for impairment, based on the Companys current exploration plans, and a valuation allowance is provided if impairment is indicated.
Income taxes
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Fair Value of Financial Instruments
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, accounts payable, notes payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at August 31, 2015 and 2014. The company notes that derivative liability as of August 31, 2015 is considered level III in the fair value hierarchy.
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
The Company does not have any assets or liabilities measured at fair value on a recurring basis at August 31, 2014. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the years ended August 31, 2015 and 2014
Depreciation, Depletion, and Amortization
Upon beginning exploratory activities, costs of drilling and equipping successful wells, costs to construct or acquire facilities, associated asset retirement costs, and capital lease assets used in oil and gas activities will be depreciated using the unit-of-production (UOP) method based on total estimated proved developed oil and gas reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved properties and associated asset retirement costs, will be depleted using the UOP method based on total estimated proved developed and undeveloped reserves. Mineral properties will also deplete using the UOP method. All other properties are stated at historical acquisition cost, net of impairments, and are depreciated using the straight-line method over the useful lives of the assets, which range from 3 to 15 years for furniture and equipment, up to 40 years for buildings, and up to 47 years for gathering facilities.
Earnings Per Share Information
FASB ASC 260, Earnings Per Share provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.
Share Based Expenses
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123, which prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
Revenue recognition
The Company recognizes revenue when services are rendered on the accrual basis of accounting in accordance with generally accepted accounting principles in ASC 605. The Company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The sellers price to the buyer is fixed and (4) Collectability is reasonably assured. We have not yet recognized revenue since inception on September 27, 2006.
Recent Accounting Pronouncements
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements |
GOING CONCERN |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 GOING CONCERN
The Companys financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. The Company has accumulated deficit since inception of $4,215,721.We have negative working capital of $2,900,553 as of August 31, 2015. 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.
|
STOCKHOLDERS' EQUITY |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 4 STOCKHOLDERS' EQUITY
The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $.0001 per share and no other class of shares is authorized.
Subsequent to August 31, 2015, the Company increased the total number of common shares authorized that may be issued by the Company to 5,000,000,000, authorized the issuance of 50,000,000 preferred shares and set the par value of the common and preferred shares to $.00001 per share.
As part of the share consolidation completed in May 2015, all applicable references to the number of shares and per share information has been restated on the basis of 15 old common shares for 1 new common share.
On November 5, 2013 333,333 shares issued to a consultant for services performed.
On June 20, 2014 6,667 Shares were issued to vendor for services performed
On June 20, 2014 933,333 shares were issued to executives of the company for services performed.
On June 20, 2014 33,333 Shares were issued to advisory board member
On July 1, 2014 410,000 shares were issued to executives of the company for services performed.
On July 11, 2014 133,333 shares were issued to executives of the company for services performed.
On July 11, 2014 180,000 shares were issued related to a debt conversion of $81,000 of principle the market price per share was $0.044
On August 20, 2014 100,000 Shares were issued to advisory board members for services performed.
On November 26, 2014 73,333 shares were issued related to a debt conversion of $33,000 of principle the market price per share was $0.07
On October 21, 2014 66,667 shares were issued to Cloud Solutions LLC for services.
On October 29, 2014 200,000 shares were issued to Corporate Ads LLC for services.
On February 11, 2015 266,667 shares were issued to an executive of the company for services.
On February 11, 2015 66,666 shares were issued for services.
On February 13, 2015 88,889 shares were issued on conversion of a convertible promissory note.
On February 18, 2015 12,903 shares were issued on conversion of a convertible promissory note.
On April 23, 2015 666,667 shares were issued to an executive of the company for services.
On April 29, 2015 13,675 shares were issued on conversion of a convertible promissory note.
On June 19, 2015 10,700,000 shares were issued to executives of the company for services.
On June 19, 2015 1,800,000 shares were issued for services.
On June 19, 2015 40,000,000 shares were issued for services.
On July 1, 2015 333,333 shares were issued to John Seidel for consulting services
On July 1, 2015 200,000 shares were issued to Antevora Capital Partners for consulting services
On July 6, 2015 174 shares were issued for services.
On July 21, 2015 11, 5000,000 shares were issued on conversion of a convertible promissory note.
On July 22, 2015 112,074 shares were issued on conversion of a convertible promissory note.
On July 27, 2015 750,000 shares were issued to Quality Stocks LLC for services
On July 30, 2015 3,892,157 shares were issued on conversion of a convertible promissory note.
On August 4, 2015 148,689 shares were issued on conversion of a convertible promissory note.
On August 29, 2015 50,000,000 shares were issued to executives of the company for services.
|
CONVERTIBLE NOTES PAYABLE |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 CONVERTIBLE NOTES PAYABLE
On August 5th, 2014, the Company issued a convertible promissory note in the amount of $32,500. The note was due on May 7th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 58% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. On February 13, 2015, $12,000 of the principal was converted into 1,333,333 common shares resulting in a loss on extinguishment of debt of $8,667.
On August 5th, 2014, the Company issued a convertible promissory note in the amount of $36,750. The note was due on August 5th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 55% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date.
On August 12th, 2014, the Company issued a convertible promissory note in the amount of $25,000. The note was due on August 12th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the fifteen (14) trading day period ending on the latest complete trading day prior to the conversion date. On February 18, 2015, $1,500 of the principal was converted into 193,548 common shares resulting in a loss on extinguishment of debt of $1,577.
On September 8th, 2014, the Company issued a convertible promissory note in the amount of $32,500. The note was due on June 10th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 58% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date.
On December 19th, 2014, the Company issued a convertible promissory note in the amount of $33,000. The note is due on September 26th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 58% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date.
On June 19, 2015 the Company issued a convertible promissory note to Gold Coast Capital, LLC in the amount of $25,000. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 70% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the forty-five (45) trading day period ending on the latest complete trading day prior to the conversion date. This was a debt purchase of Ewing Oil Company LLC original debt note of $273,500 issued by the company on October 30, 2013.
On July 31, 2015, the Company issued a convertible promissory note to Auctus Fund LLC. in the amount of $45,750. The note is due on May 1, 2016 and bears interest at 10% per annum. The loan becomes convertible 300 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the lowest trading price during the previous twenty-five (25) day trading period ending on the latest complete trading day prior to the conversion date.
|
DERIVATIVE LIABILITIES |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
DERIVATIVE LIABILITIES | |
DERIVATIVE LIABILITIES | NOTE 6 DERIVATIVE LIABILITIES
In accordance with AC 815, the Company has bifurcated the conversion feature of their convertible notes and recorded a derivative liability on the date each note became convertible. The derivative liability was then revalued on each reporting date. The Company uses the Black-Scholes option pricing model to value the derivative liability. Included in the model to value the derivative liabilities of the above loans are the following assumptions: stock price at valuation date of $0.047 - $0.20, exercise price of $0.004 - $0.010, dividend yield of zero, years to maturity of 0.07 0.77, a risk free rate of 0.06% - 0.11%, and annualized volatility of 127% - 315%. The above loans were all discounted in full based on the valuations and the Company recognized an additional derivative expense of $78,814 upon recording of the derivative liabilities. Once the loans are fully converted, the remaining derivative liability is reclassified to equity as additional paid-in capital. As of August 31, 2015, unamortized debt discount totaling $33,000 remained.
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 Companys only asset or liability measured at fair value on a recurring basis is its derivative liability associated with the above convertible debt. During the period ended August 31, 2015, the Company recorded a total change in the value of the derivative liabilities of $260,008.
From inception to August 31, 2015 the Company has not granted any stock options.
|
INCOME TAXES |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Aug. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | |||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | NOTE 7 INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 Income Taxes, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the period ended August 31, 2015, applicable under ACS 740. As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.
The provision for federal income tax consists of the following:
A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:
The Company did not pay any income taxes during the years ended August 31, 2015 or 2014.
The net federal operating loss carry forward will expire in 2032. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. |
RELATED PARTY TRANSACTIONS |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 RELATED PARTY TRANSACTIONS
The Company has current loans totaling $995,698 to fund operations which carry varying interest rates. As of August 31, 2015 and 2014, the Company owed $995,698 and $1,324,848 of principal plus accrued interest of $530,875 and $383,450. The loans are unsecured and due on demand and as such are included in current liabilities.
|
NOTE RECEIVABLE |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
NOTE RECEIVABLE | |
NOTE RECEIVABLE | NOTE 9 NOTE RECEIVABLE
The Company has advanced funds totaling $540,010 to Steele Resources with the intention of establishing a joint venture. The venture did not materialize and Steele Resources has agreed to return the funds to the Company. During the year ended August 31, 2014, the Company established a full reserve against the balance as a result.
The Company has advanced funds totaling $338,344 to Global Finishing with the intention of establishing a joint venture. The venture did not materialize. During the year ended August 31, 2014, the Company established a full reserve against the balance as a result.
During the year ended August 31, 2015, the Company has written off the notes receivable and the related reserves.
|
SUBSEQUENT EVENTS |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 SUBSEQUENT EVENTS
On August 5th, 2014, the Company issued a convertible promissory note to KBM Worldwide in the amount of $32,500. The note is due on May 7th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 58% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. On September 24, 2015 $760.00 of the remaining principle amount of the note together with $1,300.00 of accrued and unpaid interest totaling $2,060.00 was converted into 1,373,333 common shares of the company resulting in an extinguishment of debt of $32,500.00. THIS NOTE HAS BEEN PAID IN FULL
On August 12th, 2014, the Company issued a convertible promissory note in the amount of $25,000. The note was due on August 12th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 50% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the fifteen (14) trading day period ending on the latest complete trading day prior to the conversion date. On February 18, 2015, $1,500 of the principal was converted into 193,548 common shares resulting in a loss on extinguishment of debt of $1,577. To date $18,000 of the principle debt of $25,000 has been converted into 48,606,681 shares.
On September 8th, 2014, the Company issued a convertible promissory note to KBM Worldwide in the amount of $32,500. The note is due on June 10th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 58% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. On October 22, 2015 $1,700.00 of the remaining principle amount of the note together with the accrued and unpaid interest was converted into 2,023,810 common shares of the company resulting in an extinguishment of debt of $46,425.00. THIS NOTE HAS BEEN PAID IN FULL
On December 19th, 2014, the Company issued a convertible promissory note to KBM Worldwide in the amount of $33,000. The note is due on September 26th, 2015 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 58% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. On November 22, 2015 the remaining principle amount of the note together with the accrued and unpaid interest was converted into common shares of the company resulting in an extinguishment of debt of $33,000.00. THIS NOTE HAS BEEN PAID IN FULL
On June 19, 2015 the Company issued a convertible promissory note to Gold Coast Capital, LLC in the amount of $25,000.
The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 70% multiplied by the market price, which is the average of the lowest two (2) trading prices for the common stock during the forty-five (45) trading day period ending on the latest complete trading day prior to the conversion date. This was a debt purchase of Ewing Oil Company LLC original debt note of $273,500 issued by the company on October 30, 2013. To date, $19,975.00 of the $25,000 of the debt has been converted into 20,920,958 shares.
On October 14, 2015, the Board of Directors of Cherubim Interests, Inc. (the Company) approved the amendment and restatement of the Companys Articles of Incorporation attached hereto as Exhibit 3(i) (the Restatement). The purpose of the Restatement was to:
i. Increase the number of authorized shares of Common Stock to 5,000,000,000; ii. Increase the number of authorized shares of Preferred Stock to 50,000,000; iii. Set the par value of the Common and Preferred Stock to $0.00001; iv. Authorize the Board of Directors to issue blank check Preferred Stock and fix the rights, preferences, privileges, qualifications, limitations, and restrictions of any Preferred Stock issued by the Company, including the number of shares constituting any series or the designation of such series.
Also on October 14, 2015, the Board of the Company approved the amendment and restatement of the Certificates of Designation to the Articles of Incorporation of the Companys Series A and B Preferred Stock (the Preferred Classes). The rights, preferences, privileges, restrictions and characteristics of the Preferred Classes are detailed in the Amended Certificate of Designation to the Articles of Incorporation filed hereto as exhibits 3(ii) and 3(iii) to this filing.
On October 14, 2015 the Company declared a dividend of 1 Series B Preferred share per 100,000 shares of common stock to the owners of record as of the close of business on October 14, 2015.
On October 27, 2015 $15,000 of affiliate debt was converted into 300,000,000 restricted shares of the companys common stock.
On November 9, 2015 $90,000 of affiliate debt was converted into 1,800,000,000 restricted shares of the companys common stock.
On December 10, 2015 $507,806.96 of the companys debt was converted into Series B Preferred Stock at a price of $2.50. |
ACCOUNTING POLICIES (Policies) |
12 Months Ended |
---|---|
Aug. 31, 2015 | |
Accounting Policies: | |
Basis of Presentation | Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
|
Estimates | Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
Cash, Policy | Cash
Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired.
|
Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, accounts payable, notes payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at August 31, 2015 and 2014. The company notes that derivative liability as of August 31, 2015 is considered level III in the fair value hierarchy.
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
The Company does not have any assets or liabilities measured at fair value on a recurring basis at August 31, 2014. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the years ended August 31, 2015 and 2014
|
Depreciation, Depletion, and Amortization, Policy | Depreciation, Depletion, and Amortization
Upon beginning exploratory activities, costs of drilling and equipping successful wells, costs to construct or acquire facilities, associated asset retirement costs, and capital lease assets used in oil and gas activities will be depreciated using the unit-of-production (UOP) method based on total estimated proved developed oil and gas reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved properties and associated asset retirement costs, will be depleted using the UOP method based on total estimated proved developed and undeveloped reserves. Mineral properties will also deplete using the UOP method. All other properties are stated at historical acquisition cost, net of impairments, and are depreciated using the straight-line method over the useful lives of the assets, which range from 3 to 15 years for furniture and equipment, up to 40 years for buildings, and up to 47 years for gathering facilities.
|
Revenue recognition | Revenue recognition
The Company recognizes revenue when services are rendered on the accrual basis of accounting in accordance with generally accepted accounting principles in ASC 605. The Company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The sellers price to the buyer is fixed and (4) Collectability is reasonably assured. We have not yet recognized revenue since inception on September 27, 2006.
|
Share Based Expenses | Share Based Expenses
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123, which prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
|
Income taxes, Policy | Income taxes
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
|
Earnings Per Share Information | Earnings Per Share Information
FASB ASC 260, Earnings Per Share provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.
|
Oil and Gas Property, Policy | Oil and Gas Property
The Company applies the successful efforts method of accounting for oil and gas properties. When incurred, exploration costs such as exploratory geological and geophysical costs, delay rentals, and exploration overhead will be charged against earnings as incurred. If an exploratory well provides evidence to justify potential completion as a producing well, drilling costs associated with the well will be initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. Acquisition costs of unproved properties are periodically assessed for impairment and will be transferred to proven oil and gas properties to the extent the costs are ultimately associated with successful exploration activities. Any significant undeveloped leases will be assessed individually for impairment, based on the Companys current exploration plans, and a valuation allowance is provided if impairment is indicated.
|
Recent Accounting Pronouncements | Recent Accounting Pronouncements
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Tables) |
12 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Aug. 31, 2015 | ||||||||||||||||||||||||||
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Tables): | ||||||||||||||||||||||||||
Schedule of Provision for federal income tax | The provision for federal income tax consists of the following:
|
|||||||||||||||||||||||||
Schedule of Reconciliation of income taxes computed at the 35% statutory rate to the income tax | A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:
|
GOING CONCERN (Details) |
Aug. 31, 2015
USD ($)
|
---|---|
GOING CONCERN DETAILS | |
Accumulated deficit since inception | $ 4,215,721 |
Negative working capital | $ 2,900,553 |
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) |
Jul. 31, 2015 |
Jun. 19, 2015 |
Feb. 18, 2015 |
Feb. 13, 2015 |
Dec. 19, 2014 |
Sep. 08, 2014 |
Aug. 12, 2014 |
Aug. 05, 2014 |
---|---|---|---|---|---|---|---|---|
CONVERTIBLE NOTES PAYABLE DETAILS | ||||||||
Issued a convertible promissory note | $ 32,500 | |||||||
Issued a convertible promissory note in the amount | $ 33,000 | $ 32,500 | $ 25,000 | $ 36,750 | ||||
Note bears interest | 10.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||
Loan and accrued interest converted into shares of common stock at a rate | 50.00% | 70.00% | 58.00% | 58.00% | 50.00% | 58.00% | ||
Converted shares of common stock at a rate | 55.00% | |||||||
Principal of 12,000 was converted into common shares | 1,333,333 | |||||||
Loss on extinguishment of debt | $ 1,577 | $ 8,667 | ||||||
Principal of 1,500 was converted into common shares | 193,548 | |||||||
Issued a convertible promissory note to Gold Coast Capital, LLC | $ 25,000 | |||||||
Debt purchase of Ewing Oil Company LLC original debt note issued on October 30, 2013 | $ 273,500 | |||||||
Issued a convertible promissory note to Auctus Fund LLC | $ 45,750 |
DERIVATIVE LIABILITIES (Details) |
Aug. 31, 2015
USD ($)
$ / shares
|
---|---|
PRICING MODEL WITH THE ASSUMPTIONS DETAILS | |
Stock price at valuation minimum | $ 0.047 |
Stock price at valuation maximum | 0.20 |
Exercise price minimum | 0.004 |
Exercise price maximum | $ 0.010 |
Expected dividend yield | 0.00% |
Expected term years to maturity minimum | 0.07 |
Expected term years to maturity maximum | 0.77 |
Risk-free interest rate minimum | 0.06% |
Risk-free interest rate maximum | 0.11% |
Expected volatility minimum | 127.00% |
Expected volatility maximum | 315.00% |
Recognized an additional derivative expense | $ | $ 78,814 |
Unamortized debt discount | $ | 33,000 |
Total change in the value of the derivative liabilities | $ | $ 260,008 |
PROVISION FOR FEDERAL INCOME TAX CONSISTS OF THE FOLLOWING (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Aug. 31, 2015 |
Aug. 31, 2014 |
|
Federal income tax benefit attributable | ||
Current operations | $ 225,852 | $ 608,487 |
Valuation allowance | (225,852) | (608,487) |
Net deferred tax asset | $ 0 | $ 0 |
RECONCILIATION OF INCOME TAXES COMPUTED (Details) - USD ($) |
Aug. 31, 2015 |
Aug. 31, 2014 |
---|---|---|
RECONCILIATION OF INCOME TAXES DETAILS | ||
Net operating loss carry forward | $ 1,364,357 | $ 1,138,505 |
Valuation allowance | (1,364,357) | (1,138,505) |
Net deferred tax asset | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Details) - USD ($) |
Aug. 31, 2015 |
Aug. 31, 2014 |
---|---|---|
RELATED PARTY TRANSACTIONS DETAILS: | ||
Current loans | $ 995,698 | $ 995,698 |
Related party payables | 995,698 | 1,324,848 |
Accrued interest | $ 530,875 | $ 383,450 |
NOTE RECEIVABLE (Details) |
Aug. 31, 2015
USD ($)
|
---|---|
NOTE RECEIVABLE DETAILS: | |
Advanced funds to Steele Resources | $ 540,010 |
Advanced funds to Global Finishing | $ 338,344 |
1 Year Cherubim Interests (CE) Chart |
1 Month Cherubim Interests (CE) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions