CHIT Cherubim Interests Inc (CE)

Item 3.02 Unregistered Sales of Equity Securities

On July 27, 2017, the Company converted 33,102 shares of our Series B Preferred Stock, which amount represents all of the issued and outstanding shares of Series B Preferred Stock, into 9,430,811 shares of our Class A common stock. As a result of this conversion there are 7,291shares of Series B Preferred Stock still outstanding. The shares of Series B Preferred Stock are held by shareholders that received a convertible stock dividend 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 in the open market affect their cost average.

On July 25, 2017, the Board of Directors, and a majority of the holders of Series B Preferred Stock of the Company approved the Plan of Share Exchange (the "Plan"). 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. The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan of Share Exchange, a copy of which is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference hereto.