UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 284, 2017

CHERUBIM INTERESTS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-150061	~~333~~98-~~150061~~0585268	~~98-0585268~~
(State of Other Jurisdiction	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer	~~(IRS Employer~~
Of Incorporation)		~~Number~~Identification No.)	~~Identification No.)~~

1304 Norwood Dr.

Bedford Texas

76022

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (844) 842-8872

~~N/A~~None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 34.0201 ~~Unregistered~~Changes ~~Sales~~in ofRegistrant’s ~~Equity~~Certifying ~~Securities~~Accountant

On ~~July~~August 274, 2017, ~~the~~Cherubim ~~Company~~Interests, ~~converted~~Inc. 33(hereafter,~~102~~ ~~shares~~“we” of“us” “our” ~~Series~~or ~~B Preferred Stock, which amount represents all of~~ the ~~issued~~“Company”) ~~and~~was ~~outstanding~~informed ~~shares~~by ofits ~~Series~~independent ~~B Preferred Stock~~accountant, ~~into~~KLJ 9& Associates,~~430,811~~ ~~shares~~LLP ~~of our Class A common stock. As a result of this conversion there are 7~~(“KLJ”),~~291shares~~ ~~of Series B Preferred Stock still outstanding. The shares of Series B Preferred Stock are held by shareholders~~ that ~~received~~KLJ awas ~~convertible~~resigning ~~stock~~as ~~dividend~~auditors ~~dated January 22, 2016. Stockholders will receive 1 Restricted Preferred share~~ of ~~Cherubim Interests, Inc. for every 365 shares held as of Record Date 1/22/2016. This issuance will help those that have seen~~ the ~~dilution~~Company ineffective ~~the open market affect their cost average~~immediately.

OnThe ~~July~~audit ~~25,~~reports ~~2017, the Board~~ of ~~Directors,~~KLJ ~~and~~regarding ~~a majority of~~ the ~~holders of Series B Preferred Stock of the~~ Company’ ~~approved~~financial ~~the~~statements ~~Plan~~for ~~of Share Exchange (~~the ~~"Plan").~~two ~~The~~fiscal ~~Plan~~years ~~allows~~ended ~~for~~August ~~the conversion of 25~~31,~~837.8421~~ ~~shares of Series B Preferred Stock~~2016, ~~which~~as ~~amount~~well ~~represents~~as ~~25,837.8421 of~~ the ~~33,128.84~~financial ~~outstanding~~statements ~~shares~~ of ~~Series B Preferred Stock of~~ the Company ~~issued~~contained ~~and~~in ~~outstanding,~~its ~~into~~annual ~~9,430,811~~reports ~~shares~~on ofForm ~~the~~10-K ~~Company’s~~for ~~Common~~the ~~Stock.~~fiscal Asyears aended ~~result~~August 31, ~~the~~2016 ~~Company~~and ~~has 7~~2015,~~291~~ ~~shares~~did ofnot ~~Series~~contain Bany ~~Preferred~~adverse ~~Stock~~opinion ~~still~~or ~~issued~~a ~~and~~disclaimer ~~outstanding.~~of ~~The~~opinion ~~foregoing~~and ~~summary~~was ofnot ~~the~~qualified ~~Plan~~or ~~does~~modified ~~not~~as ~~purport~~ to beuncertainty, ~~complete~~audit ~~and~~scope isor ~~qualified~~accounting inprinciples, ~~its~~except ~~entirety~~that bysuch ~~reference~~report toon ~~the~~our ~~Plan~~financial ofstatements ~~Share~~contained ~~Exchange,~~an aexplanatory ~~copy~~paragraph ofin ~~which~~respect isto ~~included~~uncertainty as ~~Exhibit 99.1~~ to ~~this~~the ~~Form~~Company's ~~8-K~~ability ~~and~~to iscontinue ~~incorporated~~as ~~herein~~a bygoing ~~reference hereto~~concern.

~~Item~~During ~~3.03Material~~the ~~Modification~~two fiscal years ended August 31, 2016 and any subsequent interim period through to ~~Rights~~August 4, 2017, the date of ~~Security~~resignation, ~~Holders~~there were no disagreements with KLJ on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KLJ would have caused it to make reference to the subject matter of the disagreements in connection with its report.

OnWe ~~July~~provided ~~25,~~KLJ ~~2017,~~with ~~the Board of Directors, and~~ a ~~majority~~copy of ~~the~~this ~~holders~~Current ofReport ~~Series~~on BForm ~~Preferred~~8-K ~~Stock~~prior ofto ~~the~~its ~~Company~~filing ~~approved~~with the ~~Plan.~~Securities ~~The~~and ~~Plan~~Exchange ~~allows for the conversion of 25~~Commission,~~837.8421~~ ~~shares~~and ofrequested ~~Series~~that BKLJ ~~Preferred~~furnish ~~Stock,~~us ~~which~~with ~~amount~~a ~~represents~~letter ~~25,837.8421~~addressed ofto the ~~33,128.84~~commission ~~shares~~stating ofwhether ~~Series~~it Bagrees ~~Preferred~~with ~~Stock of~~ the ~~Company~~statements ~~issued~~made ~~and~~by ~~outstanding,~~us ~~into~~in ~~9,430,811~~this ~~shares~~Current ~~of the Company’s Common Stock. As a result~~Report, ~~the~~and ~~Company~~if ~~has 7~~not,~~291~~ ~~shares~~stating ofthe ~~Series~~aspects Bwith ~~Preferred~~which ~~Stock~~it ~~still~~does ~~issued~~not ~~and outstanding~~agree.

Item 59.~~07Submission~~01 ofFinancial ~~Matters~~Statements toand ~~a Vote of Security Holders~~Exhibits.

On(d) ~~July 25, 2017, the Board of Directors and a majority of the holders of Series B Preferred Stock of the Company approved the Plan~~Exhibits. The Plan allows for the conversion of 25,837.8421 shares of Series B Preferred Stock, which amount represents 25,837.8421 of the 33,128.84 outstanding shares of Series B Preferred Stock of the Company issued and outstanding, into 9,430,811 shares of the Company’s Common Stock. As a result, the Company has 7,291 shares of Series B Preferred Stock still issued and outstanding.

~~Item 9~~16.~~01Financial~~1 ~~Statements~~Letter ~~and~~from ~~Exhibits.~~KLJ & Associates, LLP

~~(d) Exhibits.~~SIGNATURES

~~99.1Cherubim~~Pursuant ~~Interests,~~to ~~Inc.~~the ~~Plan~~requirements of ~~Share~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

		CHERUBIM INTERESTS, INC.


Date: August 7, 2017		By: /s/ Patrick Johnson
		Patrick Johnson
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CHERUBIM INTERESTS, INC.
Date: July 28, 2017		By: /s/ Patrick Johnson
		Patrick Johnson
		Chief Executive Officer

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