UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 27, 2015
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CHERUBIM INTERESTS, INC.
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(Exact name of registrant as specified in its charter)
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Falcon Crest Energy, Inc.
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(Former Name)
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NEVADA
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(State or other jurisdiction of incorporation)
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Republic Center, 325 N. St. Paul Street, Suite 3100, Dallas Texas 75201
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(Address of principal executive offices and zip code)
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(888) 570-3698
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(Registrant's telephone number including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
. Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On April 28, 2015, Terry Lynch resigned as an officer and director. He was provided the opportunity to provide a statement regarding his resignation to be filed with this 8-K and declined to do so.
Effective April 27, 2015 the following persons joined Patrick Johnson and officers and directors:
Gary Fewell, age 53 Chief Operating Officer and Director, has held the same position at Victura since March 2014. Mr. Fewell has benefited from the mentorship of highly recognized oil and gas professionals for over 15 years, during which time he coordinated a number of oil and gas projects from conception through completion. He specializes in identifying potential long-term growth opportunities and in developing upstream projects in oil and gas development. Mr. Fewell has more than 20 years of relevant experience in both management and work environments ranging from Fortune 500 companies to start-up businesses. He has extensive experience in financial analysis, procurement, budget management, and all phases of project development.
Charly Everett, age 55, Director, has held the same position at Victura Construction since March 2014. Charly is the architect of Cherubim Builders Group, the flagship subsidiary of Victura Construction Group, Inc. Since its organization, Cherubim Builders Group has been an industry leader in construction services, offering several distinctive divisions including Gregg Construction (1972), WaterMasters Restoration (1999), and Designer Lane (2011). Together, they offer specialists in mitigation and restoration, renovation, remodeling, new construction and construction materials supply. Charly brings a deep and broad understanding of operations and team building, having served for over 15 years in the roles of Store Operations, Training and Development and Human Resources for Racetrac Petroleum prior to joining forces with WaterMasters at its inception. Subsequently adding Gregg Construction in 2005 and creating Designer Lane in 2011, Cherubim Builders Group was formed in 2012 to offer industry expert capabilities in all construction and supply areas. Charly’s reputation for integrity and service is unparalleled in the industry.
Corbin Grubbs, age 38 Chief Financial Officer, has held the same position at Victura since February 2015. Grubbs, a graduate of Texas Tech University, is the former Director and Chief Financial Officer of a privately held nationally recognized debt purchaser. For over eight years he was an instrumental part of the executive management team that eventually sold the Company’s portfolio of assets to a larger publically held debt buyer. He currently serves as the Chief Financial Officer of Victura Construction Group and has over 20 years of accounting and financial business experience. Prior to this engagement, Corbin has held various management and leadership positions with both private and publically held organizations within the automotive, healthcare, financial services, and manufacturing industries.
Currently, the Company does not have any independent directors. Since the Company’s Common Stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.
Under NASDAQ Listing Rule 5605(a)(2), an "independent director" is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director."
We do not currently have a separately designated audit, nominating or compensation committee.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
By consent action of the Board of Directors dated April 27, 2015, and consent action of the majority shareholders of the Company holding 45 million of the 83,626,881 outstanding shares, the Company adopted amendments to its Articles of Incorporation and bylaws. Some of these amendments were required by the Agreement, and others were effected to modernize the charter documents and position the Company for potential future capital raises. The Amendment to the Articles of Incorporation is expected to be filed on April 29, 2015. These amendments are as follows:
The name of the Company was changed to “Cherubim Interests, Inc.
A 1-for ten reverse stock split was effected, with fractional shares rounded to the next highest whole share.
The number of common shares authorized remained at 200 million, but the Articles were amended to permit the issuance of up to 10 million shares of preferred stock, with the rights and preferences to be determined by the Board of Directors.
Par value was decreased from $.001 to $.0001
The Company will be required to indemnify its officers and directors to the fullest extent permitted by the Nevada General Corporation Law.
Standard provisions regarding the ability of an officer or director to engage in transactions with the Company were added to the Articles.
The Bylaws previously provided that only the shareholders could set the number of directors, within the range of 1-9 persons. The Bylaws were amended to permit the directors to vary the number of authorized directors.
Item 8.01 Other Events.
Cherubim Interests was historically a subsidiary of Victura Construction Group, which has twelve operating, vertically- integrated subsidiaries in the construction industry. Victura has a dynamic pipeline of activity that includes new, well-defined opportunities as well as the potential for uncovering new business development opportunities and relationships. Current relationships provide for a solid, calculable, recession proof business with multiple internationally recognized insurance companies. These Fortune 500 multinational firms offer Victura a fantastic growth opportunity in the United States and Canada when coupled with the right strategic capital partners and marketing campaigns. Cherubim Interests aims to fulfill its vision to be a leader in alternative construction projects, as well as mixed- use and multi-family real estate development, management, and investment.
SIGNATURES
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 thereunto duly authorized.
Date: October 26, 2015
CHERUBIM INTERESTS, INC.
By:/s/ Patrick Johnson
Name: Patrick Johnson
Title: Chief Executive Officer