Information Statement - All Other (definitive) (def 14c)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14C

INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

.	Preliminary information statement
.	Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
X .	Definitive information statement

CHERUBIM INTERESTS, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

X .	No fee required

.	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

.	Fee paid previously with preliminary materials.

.	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
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CHERUBIM INTERESTS, INC

1304 Norwood Dr.

Bedford Texas 76022

DEFINITIVE INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY,

AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

INTRODUCTION

This Information Statement is furnished to the stockholders of Cherubim Interests, Inc., a Nevada corporation, in connection with action taken by our board of directors and the holders of a majority in interest of our voting capital stock to effect An amendment and restatement of our Articles of Incorporation (the “Restatement”) to increase the number of authorized shares of common stock. The foregoing actions have been ratified by the written consent of the holders of a majority in interest of our voting capital stock, consisting of our outstanding common stock, Series A Preferred Stock, and Series B Preferred Stock as well as our board of directors, by written consent on May 11, 2017. We anticipate that a copy of this Definitive Information Statement will be mailed to our shareholders as of the date hereof. We have attached a copy of the Restatement to this Information Statement for your reference.

RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION

If the Restatement were not adopted by majority written consent, it would have been required to be considered by our stockholders at a special stockholders’ meeting convened for the specific purpose of approving the Restatement. The elimination of the need for a special meeting of stockholders to approve the Restatement is made possible by Section 78.320 of Nevada Revised Statutes (the “NRS”), which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to the NRS, a majority in interest of our capital stock entitled to vote thereon is required in order to approve the Restatement. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all of our shareholders that the Restatement be adopted by majority written consent and this Information Statement to be mailed to all stockholders as notice of the action taken.

The record date for purposes of determining the number of outstanding shares of our voting capital stock, and for determining stockholders entitled to vote, is the close of business on May 11, 2017 (the “Record Date”). As of the Record Date, we had outstanding:

(i)

692,861,137 shares of common stock; and

(ii)

3,000,000 shares of Series A Preferred Stock, which are collectively entitled to 4 times the aggregate votes of all other classes of capital stock of the Company, and may vote with holders of the Company’s common stock on all matters which common stockholders may vote;

(iii)

304,903 shares of Series B Preferred Stock, which are entitled to ten votes per share, and may vote with holders of the Company’s common stock on all matters which common stockholders may vote;

(iv)

60,000 shares of Series C Preferred Stock, which are entitled to ten votes per share, and may vote with holders of the Company’s common stock on all matters which common stockholders may vote;

The transfer agent for our common stock is Transfer Online, Inc., 512 SE Salmon Street, Portland, OR 97214.

NO MEETING OF STOCKHOLDERS REQUIRED

We are not soliciting any votes in connection with the Restatement. The persons that have consented to the Restatement hold a majority of the Company’s outstanding voting rights and, accordingly, such persons have sufficient voting rights to approve the Restatement.

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AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

We are amending and restating our Articles of Incorporation solely for the purpose of increasing the number of authorized shares of common stock to fifteen billion.

These changes to our Articles of Incorporation will enable the Company’s board of directors, without further authorization from shareholders, to issue up to 15,000,000,000 shares of common stock and up to 50,000,000 shares of preferred stock having such rights, privileges, and preferences as determined by the board of directors, for consideration deemed adequate in exchange for such shares. We have attached a copy of the Restatement to this Information Statement.

PLANS, ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON STOCK

We have discussed the possibility of issuing shares of common stock of the Company as a stock dividend, remuneration for management services, debt settlement, and incentive plans for new employees. We do not have any agreements, arrangements, or understandings yet with respect to any further issuances of shares of common stock, but it is likely that we will issue more common stock up to the amount of common stock authorized by our Articles of Incorporation. Any material common stock issuances will be disclosed in accordance with the disclosure requirements of the Securities Exchange Act of 1934.

The following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of May 11, 2017. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as us. Our address is 1304 Norwood Dr., Bedford Texas 76022. As of May 11, 2017, we had 692,861,137 shares of common stock, 3,000,000 shares of Series A Preferred Stock, 304,903.3433 shares of Series B Preferred Stock, and 60,000 shares of Series C Preferred Stock issued and outstanding. While each share of common stock holds one vote, the shares of Series A Preferred Stock are collectively entitled to 4 times the aggregate votes of all other classes of capital stock of the Company. Shares of Series B and Series C Preferred Stock are entitled to ten votes per share. The following table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock.

		Amount and Nature of Beneficial Ownership
Name		Sole Voting and Investment Power		Options Exercisable Within 60 Days		Other Beneficial Ownership		Total (1)		Percent of Class Outstanding (2)
Patrick Johnson (3)		113,503,996		-		-		113,503,996		16.38%
Gary Fewell (4)		99,143,938		-		-		99,143,938		14.31%
Charles Everett (5)		602		-		-		602		*
All current directors and executive officers as a group (3 persons)		212,648,536		-		-		212,648,536		30.69%

*

Indicates less than one percent.

(1)

The calculation of total beneficial ownership for each person in the table above is based upon the number of shares of common stock beneficially owned by such person, together with any options, warrants, rights, or conversion privileges held by such person that are currently exercisable or exercisable within 60 days of the date of this prospectus.

(2)

Based on 692,861,137 shares of our common stock, par value $0.00001 per share, outstanding as of May 11, 2017.

(3)

Director, President and Chief Executive Officer of the Company. In addition to the shares of common stock shown above, Mr. Johnson holds 1,000,000 shares of Series A Preferred Stock, and 7,291.8079 shares of Series B Preferred Stock which collectively hold 928,753,145.323 votes. If the votes of the Series A Preferred Stock are taken into account, Mr. Johnson would beneficially hold 64.27% of the voting securities of the Company.

(4)

Director of the Company. In addition to the shares of common stock shown above, Mr. Fewell holds 1,000,000 shares of Series A Preferred Stock, and 7,275.1412 shares of Series B Preferred Stock, which collectively hold 928,752,978.656 votes. If the votes of the Series A and Series B Preferred Stock are taken into account, Mr. Fewell would beneficially hold 63.39% of the voting securities of the Company.

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(5)

Director of the Company. In addition to the shares of common stock shown above, Mr. Everett holds 1,000,000 shares of Series A Preferred Stock, and 237.4270 shares of Series B Preferred Stock which collectively hold 928,682,601.514 votes. If the votes of the Series A and Series B Preferred Stock are taken into account, Mr. Everett would beneficially hold 57.27% of the voting securities of the Company.

NO DISSENTER’S RIGHTS

Under the NRS, stockholders are not entitled to dissenter’s rights of appraisal with respect to the restatement of our Articles of Incorporation.

PROPOSALS BY SECURITY HOLDERS

No security holder has requested us to include any additional proposals in this Information Statement.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

No officer, director or director nominee has any substantial interest in the matters acted upon by our Board and shareholders, other than his role as an officer, director or director nominee. No director has informed us that he intends to oppose the Restatement.

ADDITIONAL INFORMATION

We file reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to the Securities Exchange Act of 1934. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov .

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Only one Information Statement is being delivered to multiple security holders sharing an address unless we received contrary instructions from one or more of the security holders. We shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. A security holder can notify us that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to us at 1304 Norwood Dr., Bedford Texas 76022, or by calling us at [phone]. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements and proxy statements, if any, and annual reports of the Company.

BY ORDER OF THE BOARD OF DIRECTORS OF CHERUBIM INTERESTS, INC.

/s/ Patrick Johnson

Patrick Johnson

Chief Executive Officer

May 11, 2017 

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