UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 1, 2014
CARDIFF INTERNATIONAL, INC.
(Exact name of Registrant as specified
in its charter)
Florida |
000-49709 |
84-1044583 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
411 N New River Drive E, Unit 2202
Ft. Lauderdale, FL 33301
(Address of principal executive offices,
including zip code)
(844) 628-2100
(Registrant's telephone number, including
area code)
411 N New River Drive E
Suite 2202
Ft. Lauderdale, FL 33301
_______________________________________________
(Former name or former address, if changed
since last report)
Check the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o | | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)). |
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on December 1, 2014 Cardiff
International, Inc. a company incorporated in the State of Florida ("Cardiff"), entered into an Acquisition Agreement
(the “Agreement”) to purchase Pitbull Containers, Inc. a company incorporated in the State of Georgia (“Pitbull”)
in a Tax-Free Exchange under section 368 (a)(1)(B) of the United States Internal Revenue Code of 1986. Pitbull failed to comply
with the terms of the Agreement and as a result Cardiff has terminated the Agreement effective immediately.
The Company has cancelled
the 200,000 shares of Preferred “G” stock and 1 share of Preferred “C” stock that were issued pursuant
to the Agreement.
The Company believes
the termination and revocation of this Acquisition is in the best interest of our Shareholders. The Asset Acquisition Agreement
is attached as Exhibit 1A to the Current Report on Form 8-K filed by Cardiff this 23rd day of July, 2015 and which is
incorporated herein by reference.
The decision to revoke
the Pitbull Acquisition Agreement was approved by the Company’s Board of Directors.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 1, 2015, Kathy Roberton resigned as CEO, President and as
a member of Cardiff’s Board of Directors.
Her resignation was accepted by the Company’s Board of Directors
on June 1, 2015. There were no disagreements between Ms. Roberton and the Company that caused her resignation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 - Acquisition Agreement dated November 15, 2014.
SIGNATURE
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.
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Cardiff International, Inc. |
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By: /s/ Daniel Thompson |
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Daniel Thompson |
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Title: Chairman |
Dated: July 27, 2015
Exhibit 10.1
THE AGREEMENT
by and among
Cardiff International, Inc.
a Florida Corporation
and
Bitbull Containers, Inc.
a Atlanta Corporation
November 15th, 2014
AGREEMENT
This AGREEMENT (the "Agreement")
is entered into as of the 15th, day of November, 2014 by and among Cardiff International, Inc., a Florida corporation (herein
referred to as "CDIF"), and Pitbull Container, Inc. (herein referred to as "Pitbull"), a Georgia Corporation
and together with CDIF and Pitbull, the "Parties" and each, a "Party").
WHEREAS, Pitbull owns a Marketing
Company with limited assets and the current estimated valuation of the business has have been valued by CDIF; in the amount of
$500,000. See "Exhibit A"
WHEREAS, Pibull believes that it
is in its best interests to leverage their business and assets and become a Wholly-Owned Subsidiary thereby entering into a Tax
Free Share Exchange (the "Exchange") of all its Assets for the "Exchange Shares" CDIF (as defined Section
1.02(a)) and in Exhibit A — "Exchanged Assets";
WHEREAS, Pitbull shall become a Wholly-Owned Subsidiary
of CDIF;
WHEREAS, it is in the best interest
of both parties to have Jeff Packer & William Coit act as the Managing Directors;
WHEREAS, CDIF believes it is in
its best interests of its shareholders to acquire Pitbull business and assets and shares through this action to acquire them as
a Wholly-Owned Subsidiary in Exchange for the issuance of the Exchange Shares, all upon the terms and subject to the conditions
set forth in this Agreement; and
WHEREAS, it is the intention of
the Parties that the Exchange Shares and this Agreement qualify as a Tax-Free Exchange under Section 368(a)(1)(B) of the United
States Internal Revenue Code of 1986, as amended, also as a transaction to be exempt from securities registration or qualifications
under the Securities Act of 1933, as amended (the "Securities Act").
NOW THEREFORE, on the stated premises
and for, and in consideration of the mutual covenants and agreements, hereinafter set forth and the mutual benefits to all the
Parties to be derived here from, and intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I
FORWARD ACQUISITION AGREEMENT
Section 1.01 Incorporation of Recitals.
The recitals set forth hereinabove are incorporated herein by this reference with the same force and effect as if fully set forth
hereinafter.
Section 1.02 The Asset Acquisition.
(a) On the terms and subject to the
conditions set forth in this Agreement, Pibull assigns, transfers and delivers, free and clear of all Liens (as defined
herein), all of the "Assets" and becomes a Wholly-Owned Subsidiary of CDIF in exchange for the "Exchange Shares";
(the "Exchange Shares"), of CDIF, which shall be free and clear of any and all Liens. See Exhibit C — "The
Exchange Shares"
(b) As the result of the Asset Acquisition,
(i) CDIF shall acquire 100% of the "Assets" and shares of Pitbull shall become a Wholly-Owned Subsidiary of CDIF and
(ii) one person or Management (or otherwise appointed as a representative) shall have the option of joining CDIF Advisory Board,
with one seat, and may be elected by a vote of the shareholders to the Board of Directors of CDIF and be eligible to vote as a
Director; see Exhibit A— "MOU & Management Agreement" One (1) Preferred C Share shall be allocated at the
time of closing to Pitbull.
(c) As a result
of the Asset Acquisition, CDIF covenants to create and distribute the Exchange Shares for the benefit of Pitbull, or its assignees,
within twenty (20) days of the date hereof ("Closing") see Exhibit D — "It's Assignees".
(d) Pitbull agrees to transfer any and
all titles, deeds, rights or privileges that may be in Pitbull "personal name, group name, company name" into
the appropriate name of Pitbull within 20 days of this "Agreement:
Section 1.03 Mechanics. As Pitbull
is already in operation prior to the execution of this Agreement and Pitbull has entered into this binding Agreement for
and on behalf of Pitbull, as of the date hereof, all of the equity, income and inventory that is currently managed and maintained
by Pitbull shall, upon the execution on this "Agreement" transfer to Pitbull per the "MOU and Managing
Director Agreement", consistent with the direction of the Board of Directors of CDIF. In addition, the Managing Director agrees
to use his/hers best efforts to manage the Assets of Pitbull and to work diligently to increase in growing its business.
Section 1.04 Dividends. It is further
agreed that the Board of Directors of CDIF may allocate a portion of the profit of Pitbull, as determined by both Pitbull
and CDIF in the form of Qualified Dividends that shall be paid "only" to Series P Preferred Shareholders. While not guaranteed,
as Preferred Shareholders of CDIF, should CDIF declare Dividends to all other Preferred Shareholder Classes, the Series P Preferred
Shareholders may receive such Dividends also directed and/or directly from CDIF.
Section 1.04 Anti-Dilution.
CDIF agrees to transfer 200,000 Anti-Dilutive Convertible Preferred P Class stock based on the net book value thereof as
of the date of the transfer. Pitbull agrees to have CDIF audit the Wholly-Owned Subsidiary at the net book value thereof
as of the date of the transfer, or soon thereafter, in compliance with the Securities Act or other governing regulation. Pitbull
shall be able to retire any outstanding debt allocated accordingly through the sale of Preferred P class stock.
ARTICLE II
FEE DISCLOSURE
Section 2.01 Fee Structure. CDIF is paid a "Management
Fee" calculated on the Gross Margin, which shall be defined as the gross monthly sales less the cost of goods sold. CDIF shall
be entitled to a management fee as follows:
1. | | 5% Commission on Gross Margin |
2. | | 50% of Audit cost to be paid for by Acquisition |
3. | | Revenue Share - once the Acquisition sells 10% of their stock for each additional
share sold they agree our base commission will go up accordingly. |
4. | | The first 10% will cover all out of pocket cost including 50% of audit cost. |
5. | | All audit cost thereafter will be equally paid by both parties. |
6. | | Currently CDIF will issue Preferred Shares of the valuation price at $2.50 with a
conversion rate of 3 to 1. |
7. | | An additional One (1) C share will be given to acquisition prior to the registration
of the Si. |
DEFINITION of 'Gross Margin'
A company's total sales revenue minus its cost of goods sold,
divided by the total sales revenue, expressed as a percentage. The gross margin represents the percent of total sales revenue that
the company retains after incurring the direct costs associated with producing the goods and services sold by a company. The higher
the percentage, the more the company retains on each dollar of sales to service its other costs and obligations.
Section 2.02 Share Issuance Fees. CDIF may be entitled
to a fee based on Preferred Shares issued:
(a) | | CDIF shall be entitled to a Fee of six (6%) percent computed on all Preferred Shares
issued to investors provided by Pitbull. All new investments made in Class P Preferred Shares shall receive P1 Non-Voting Shares. |
(b) | | CDIF shall be entitled to a Fee of ten (10%) percent computed on all Preferred Shares
issued to investors provided by CDIF. All new investments made in Class P Preferred Shares shall receive P1 Non-Voting Shares. |
Section 2.03 Dissolution Fees. CDIF shall be entitled
to a Termination Fee as described herein resulting from the following:
(a) | | In the event Pitbull should terminate the Agreement "For Cause" on
part of CDIF, Pitbull shall return all Preferred and/or Common Shares to CDIF and agree to reimburse CDIF for any shares
sold (either Preferred and/or Common). Pitbull shall not be subject to a Termination Fee. |
(b) | | In the event Pitbull and CDIF determine it's in the best interest for all parties
to spin out and do its own IPO, CDIF will be granted an equity position equal to 10% of all monies earned through the IPO. |
(i) | | In the event of delisting or insolvency of CDIF, and after providing CDIF ninety (90)
day to cure such event, Pitbull may, by written request, exchange/surrender all of the remaining Preferred Series P Shares
and all Common Shares in its possession issued by the Agreement (or the cash equivalent value thereof) to recover its Assets and
ownership and cease to be a Wholly-Owned Subsidiary of CDIF. In the event, that Pitbull should exercise this option, it
shall release CDIF its Officers, Directors, and Stockholders of any liabilities or legal action against CDIF its Officers and
Directors and sign a complete release to CDIF. Should Pitbull exercise the Common Share Rule herein, Pitbull must
return all non-converted Preferred Series P Shares and Common Shares, and provide cash in lieu of the Preferred/Common Shares
sold while in their possession. |
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PITBULL
Pitbull
represents, warrants, and covenants, to CDIF as of this closing date:
3.1. Power and Authority of Pitbull. Pitbull has
the right, power and capacity to execute, deliver and perform this Agreement, and to consummate the transactions, contemplated
hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by all necessary corporate actions on the part of Pitbull Authorized Members. This
Agreement has been validly executed and delivered by Pitbull and constitutes Pitbull's legal, valid and binding obligation,
enforceable in accordance with the terms of this Agreement. The execution, delivery and performance by Pitbull of this Agreement
and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time,
or both, (i) violate or conflict with the articles of incorporation/organization or by-laws/operating agreement of Pitbull,
(ii) violate or conflict with any provision of law, statute, rule or regulation to which Pitbull or the Exchanged Assets
are subject, (iii) violate or conflict with any order, judgment or decree, or ruling of any governmental authority applicable to
Pitbull, (iv) violate or conflict with, or result in a breach or default under, any term or condition of any trust document,
will, agreement, mortgage, indenture, contract, permit, license, document or other instrument to which such Pitbull is a
party or by which the Exchanged Assets may be bound, or (v) result in the creation or imposition of any lien, claim, charge, restriction,
security interest or encumbrance of any kind whatsoever on the Exchanged Assets.
3.2. Financial Information. The financial statements
provided by Pitbull, which are attached hereto as "Exhibit A", are accurate in all material respects and present
fairly the financial position and financial results of Pitbull as of the respective dates thereof.
3.3. Accounts Receivable and Inventory.
All Accounts Receivable and Inventory as of the Closing Date represent or will represent, valid obligations arising from sales
actually made or services actually performed by Pitbull in the ordinary course of business. Pitbull's inventory "Exchanged
Assets" for CDIF Preferred Series P Shares, under this agreement consist of good and usable goods, none of which are obsolete,
damaged, or defective.
3.4. Finder's Fee. Pitbull to issue 5% of their Preferred
P Shares to Gene Romeo.
3.5. Organization: (Pitbull) duly organized, validly
existing and in good standing, under the laws of Georgia, and has all requisite power and authority, corporate or otherwise, to
carry on and conduct its business as it is now being conducted to own or lease its properties, inventories, and assets and is duly
qualified in good standing in every state in which it conducts business in and/or ownership of property thereof.
3.6. Title to and Sufficiency and Condition of Assets.
has good, clear, andmarketable title to, or (with respect to the Exchanged Assets) free and clear of any lien, mortgage, pledge,
encumbrance, charge, security interest, covenant, or other restriction of any kind or nature except for the Assumed Liabilities.
The transfer of the Exchanged Assets hereunder will convey to CDIF good, valid and defensible title to the Exchanged Assets, free
and clear of any lien, mortgage, pledge, encumbrance, charge, security interest, covenant, or other restriction of any kind or
nature. The Exchanged Assets are in good operating condition and repair, ordinary wear and tear accepted, are usable in the ordinary
course of the Business and conform in all respects to all applicable statutes, ordinances and regulations relating to their construction,
use and operation.
3.7. Indebtedness.
(a) "Exhibit A" - Sets forth
a complete and accurate list of all instruments or other documents relating to any direct or indirect indebtedness for the debt
of Pitbull and affecting the Exchanged Assets, as well as indebtedness by way of lease purchase arrangements, guarantees,
capitalized leases, undertakings on which others rely in extending credit and all conditional sales contracts, chattel mortgages
and other security arrangements with respect to the Exchanged Assets.
(b) "Exhibit A" - Sets forth
an accurate list of all advances and deposits made by any customer to Pitbull — The Tenant(s)/Customer(s)
3.8. Employees.
Sets forth a list of all employees (including employees, agents and consultants, including any leased employees, rendering
services to Pitbull in any capacity) of Pitbull and their rates of compensation, respective earned but unused
vacation time, sick time, dates of hire, and other related employee data, all as of the date of this Agreement. To Pitbull's
knowledge there is no threatened employee strike, work stoppage, or labor dispute pertaining to such employees. No union
representation question exists respecting any employees of Pitbull. No collective bargaining agreement, labor
contract, letter of understanding or contract with any labor union or labor organization exists or is currently being
negotiated by Pitbull in relation to such employees, nor has any demand been made for recognition by a labor
organization by or with respect to such employees, no union organizing activities by or with respect to the Employees are
taking place, and none of the employees are represented by any labor union or organization. There are no pending, or to Pitbull's
knowledge, threatened EEOC charges, OSHA complaints, DOL complaints, lawsuit, or unfair labor practice claims related to the
employees.
3.9. Customers. A correct list
of all customers to whom Pitbull has sold goods and services, as it appears in Pitbull's records, is set forth on
"Exhibit A," "Exchanged Assets", together with any and all agreements, the current address, telephone number
and contact. Customer related information will be turned over to CDIF as part of Pitbull's records and computer files, including
sales record, pricing history and methodology, and sales tax exemption certificate, if any. CDIF and Pitbull shall determine
the records necessary to be turned over under the terms of this Agreement.
3.10. Agreements in Full Force and Effect.
All contracts, agreements, plans, leases, policies, and licenses referred to, or required to be referred to, in any schedule delivered
hereunder are valid and binding, are in full force and effect, and are enforceable in accordance with their terms subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors' rights
and to equitable principles, and Pitbull is not in breach of or in default under and, to Pitbull's knowledge, no
other party thereto is in breach of or default under, any of such contracts, agreements, plans, leases, policies and licenses nor
has any event occurred that, with the giving of notice or lapse of time or both, would constitute such a breach or default.
3.11. Required Governmental Licenses
and Permits. To the best of Pitbull's knowledge, Pitbull possesses all material franchises, concessions, permits,
licenses, orders, and approvals required to permit Pitbull to carry on the Business as it is presently being conducted.
All such material franchises, concessions, permits, licenses, orders and approvals are in full force and effect, and no suspension,
pending lawsuit, claim, or cancellation of any of them is threatened.
3.12. Taxes.
(a) All federal and state income tax
returns and all other tax returns required to be filed by Pitbull on or prior to the Closing Date, the penalty for failure
to file which may have an adverse impact upon the "Exchanged Assets" or the Business, have been filed or provision have
been made therefore. Pitbull management agrees, consistent with CDIF accounting practices; to maintain, pay, file and report
all future taxes and returns as required by law and to provide CDIF timely evidence thereof.
(b) All federal, state, and local taxes
and assessments including, without limitation, estimated tax payments, excise, unemployment, social security, occupation, franchise,
property, sales and use taxes, and all penalties and interest in respect thereof now or heretofore due and payable by or with respect
to Pitbull, have been paid and shall continue to be paid by Pitbull management under this Agreement.
(c) All federal, state, and local
withholdings of Pitbull including, without limitation, withholding taxes, social security, and any similar taxes, have
been withheld and paid over as required by law and shall continue to be paid by Pitbull management under this
Agreement.
3.13. Compliance with Laws and Regulations.
Pitbull is in material compliance with all federal, state, local or foreign laws, statutes, ordinances, regulations, orders
and other requirements of governmental authorities having jurisdiction over the "Exchanged Assets."
3.14. No Adverse Changes. There
has been no material adverse change in Pitbull, its assets, financial condition or results of operation, including without
limitation, its relationships with customers and suppliers, except for changes reflected in the financial information provided
under Section 1.02, general economic or industry conditions and as otherwise disclosed in "Exhibit A."
3.15. Absence of Undisclosed Liabilities.
Pitbull does not have any undisclosed liability with respect to the "Exchanged Assets," and there is no existing
condition, situation or set of circumstances, which could result in any undisclosed liabilities of Pitbull with respect
to the "Exchanged Assets."
3.16. Environmental
Laws. Pitbull is not or has not been (a) subject to any environmental hazards, risks, or liabilities, or (b) in material
violation of any Environmental Law. Pitbull has complied and is compliant in all material respects with all
Environmental Laws and Pitbull has not allowed any Hazardous Substances to be discharged, possessed, managed,
processed, or otherwise handled by or in a manner that is in violation of applicable law which has not been fully remediated
in compliance with applicable law. Pitbull has obtained all environmental permits necessary for the operation of the
Business and related activities, all such permits are in good standing and Pitbull is in material compliance with all
terms and conditions of its environmental permits. For purposes of this Agreement, "Environmental Laws" means all
applicable federal, state or local statutes, regulations, laws or orders pertaining to environmental matters, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as supplemented and
amended, 42 U.S.C. Section 9601 et seq.; the Resource Conservation and Recovery Act, as amended ("RCRA"), 42
U.S.C. Section 6901, et seq.; the Federal Clean Air Act, 42 U.S.C. Section 7401, et seq.; the Federal Water
Pollution Control Act, Federal Clean Water Act of 1977, 33 U.S.C. Section 1251, et seq.; Federal Hazardous Materials
Transportation Act, 48 U.S.C. Section 1801, et seq.; Federal Toxic Substances Control Act, 15 U.S.C. Section 2601, et
seq.; and the Federal Safe Drinking Water Act, 42 U.S.C. Section 300f, et seq. and "Hazardous
Substances" means and includes any hazardous or toxic substances, pollutants, contaminants, materials or wastes,
including those substances, pollutants, contaminants, materials and wastes listed in the United States Department
of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances pursuant to 40 CFR
Part 302, or such substances, materials and wastes that are regulated under any federal environmental law or any applicable
local or state environmental law, including CERCLA, ECRA, RCRA; toxic substances as defined under the Toxic Substance Control
Act, 15 U.S.C. 2601, et seq.; or any of the following: hydrocarbons, petroleum and petroleum products, asbestos,
polychlorinated biphenyls, formaldehyde, radioactive substances, flammables and explosives.
3.17. Enforceability. This Agreement
constitutes a legal, valid, and binding obligation of Pitbull, enforceable against Pitbull in accordance with its
terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors'
rights generally, or principles of equity.
3.18. Good Title. Pitbull warrants
it has verified good title to the "Assets," having the full right and authority to Exchange and deliver such "Assets,"
free and clear of any and all liens, encumbrances, pledges, security interests, claims, charges, options, rights of first refusal,
proxies, voting trusts, or agreements, transfer restrictions under any equity holder or similar agreement or any other restriction
or limitation whatsoever, including any contract granting any of the foregoing (collectively, "Liens"), to CDIF pursuant
to the Exchange. CDIF, as the new owner of such "Assets," will receive good title to such "Assets," free and
clear of all Liens or as we may have agreed in an attached "Exhibit A."
3.19. No Conflict. The execution
and delivery of this Acquisition Agreement by Pitbull hereunder in accordance with the terms hereof (i) will not require
the consent of any third-party or governmental entity under any laws, (ii) will not violate any laws applicable to Pitbull
"Assets" and (iii) will not violate or breach any contractual obligation to which Pitbull is a party to or under
which the "Assets" are bound.
3.20. Inventory. Pitbull represents
that all inventories, assets and revenue are held in the legal name of Pitbull and that all exchange of said inventory shall
inure to CDIF.
3.21. Responsible to Manage. The
Key Managing Director currently in place (per the MOU & Management Agreement) i s regarded as the experts for Pitbull.
Without said Key Managing Director, CDIF would not have entered into this Agreement and may be severely damaged as it lacks the
expertise to operate this business. Therefore, Key Managing Director agrees to remain in control and remain responsible for the
growth and success of the business unless other provision are made and approved by CDIF.
3.22. Accounting Requirements. Managing
Director agrees to keep all accounting current with proof of expenditure, or supporting documents for all transactions. QuickBooks
2012 or later must be used to manage and maintain all records. Managing Director agrees to work with CEO, CPA and Auditors to provide
any and all reports or documentation that may been necessary, allowing CDIF to book Pitbull and our Consolidated Financial
Statements
3.23. Acquisition of the Exchange Shares for Investment.
(a) Purchase Entirely for Own Account.
The Exchange Shares proposed to be acquired will be acquired for investment by Pitbull, or its assigns or assignees, own
account and not as a nominee or agent;
(b) Pitbull can bear the economic
risk of this transaction and (ii) its directors possess such knowledge and experience in financial and business matters that they/he
is capable of evaluating the merits and risks of this transaction with CDIF and receiving of its securities.
(c) Pitbull understands that
the Exchange Shares are not registered under the Securities Act and that the issuance hereof to the corporation is intended to
be exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder ("Regulation D").
Pitbull is an "accredited investor," as such term is defined in Rule 501 of Regulation D or, if not an accredited
investor, otherwise meets the suitability requirements of Regulation D and Section 4(2) of the Securities Act ("Section 4(2)").
The certificate representing the Exchange Shares issued to the corporation shall be endorsed with the following legends, in addition
to any other legend required to be placed thereon by applicable Securities Laws (as defined herein):
"THIS SECURITY HAS BEEN ACQUIRED FOR
INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR APPLICABLE
STATE SECURITIES OR "BLUE SKY" LAWS."
"TRANSFER OF THESE SECURITIES IS PROHIBITED
UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH TRANSFER
HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, OR AN EXEMPTION THEREFROM SHALL BE AVAILABLE
UNDER THE ACT AND SUCH LAWS."
(d) Pitbull acknowledges that
neither the Securities and Exchange Commission (the "SEC"), nor the securities regulatory body of any state or other
jurisdiction, has received, considered or passed judgment upon the accuracy or adequacy of the information and representations
made in this Agreement;
(e) Pitbull acknowledges it
has carefully reviewed such information as it has been deemed necessary to evaluate an investment in CDIF and its securities or
in the alternative has sought the advice of legal and accounting in making the decision to sign this Agreement. To Pitbull's
full satisfaction it has been furnished all materials that have been requested relating to CDIF and the issuance of the Exchange
Shares hereunder. Notwithstanding the foregoing, nothing herein shall deviate from or otherwise modify the representations and
warranties of CDIF set forth in this Agreement, on which Pitbull has relied in making an Exchange of the "Assets"
and shares for the Exchange Shares;
(f) Pitbull understands
that the Exchange Shares may not be sold, transferred, or otherwise disposed without registration under the Securities Act or
an exemption, and that in the absence of an effective registration statement covering the Exchange Shares or any available
exemption from registration under the Securities Act, the Exchange Shares may have to be held indefinitely and may be subject
to certain agreements such as a Lock-Up, Leak- Out Agreement. Pitbull further acknowledges that the Exchange Shares
may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are
satisfied including, without limitation, CDIF's compliance with the reporting requirements under the Exchange Act; and
3.24. Additional Legend; Consent.
Additionally, the Exchange Shares will bear any legend required by the "blue sky" laws of any state to the extent such
laws are applicable to the securities represented by the certificate so legend. Pitbull consents to have CDIF make any notation
on its records or give instructions to any transfer agent of the Exchange Shares in order to implement the restrictions on transfer
of the Exchange Shares.
ARTICLES IV
REPRESENTATIONS AND WARRANTIES OF CDIF
CDIF represents and warrants to Pitbull,
that as of the date hereof, except for those representations and warranties that speak of a different date:
CDIF hereby represents and warrants to Pitbull as follows:
4.1. No Conflict. The execution,
delivery and performance by CDIF of this Agreement and the consummation of the transactions contemplated hereby will not, without
the giving of notice or the lapse of time, or both, (i) violate or conflict with the Articles of Incorporation or By-laws of CDIF,
(ii) violate or conflict with any provision of law, statute, rule or regulation to which CDIF is subject, (iii) violate or conflict
with any order, judgment or decree applicable to CDIF, or (iv) violate or conflict with, or result in a breach or default under,
any term or condition of any trust document, will, agreement, mortgage, indenture, contract, permit, license, document or other
instrument to which CDIF is a party or by which CDIF or its properties may be bound. No notice by CDIF or consent or waiver by
a person is required nor heretofore obtained in writing to avoid any of the above.
4.2. Finder Fees. CDIF does not
assumes any liability for any fee, commission or payment to any broker, finder or agent with respect to the transaction(s) contemplated
in this Agreement. All parties acknowledge Gene Romeo is entitled to a 5% fee by reason of this Forward Acquisition transaction
on the gross valuation of the subject property, payable to Gene Romeo in preferred shares at closing of said transaction.
CDIF represents and warrants to Pitbull
that, as of the date hereof, except for those representations and warranties that speak of a different date:
4.3. Organization; Authority.
(a) CDIF is a corporation duly
incorporated, validly existing and in good standing under the laws of the State of Florida and has all requisite corporate
power and authority to own, lease and operate its properties and to carry on its business as now conducted and as currently
proposed to be conducted. CDIF is duly qualified or authorized to do business and is in good standing under the laws of each
jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the
ownership of its properties requires such qualification or authorization. CDIF has made available to Pitbull complete
and accurate copies of its Articles of Incorporation and By-laws, and any amendments thereto or restatements thereof, as in
effect on the date hereof, "Exhibit E" — CDIF Articles and By-Laws;
(b) The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Articles
of Incorporation or By-laws of CDIF. CDIF has full power and authority to enter into this Agreement and consummate the transactions
contemplated hereby; and
(c) This Agreement constitutes the valid
and binding obligation of CDIF, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting the enforcement of creditors' rights generally, or principles of equity.
4.4. Capitalization.
As of the date hereof, (i) the authorized
shares of CDIF are 120,000 shares of common stock, $0.00001 par value per share ("CDIF Common Stock"), of which approximately
32,000 shares are outstanding, (ii) and there are no outstanding options, warrants or other rights to purchase CDIF Common Stock,
and (iii) the following Preferred Class of Shares:
1. 4 shares of Preferred Series A, par
value 0.001 of which (1) share is outstanding;
2. 10 Million shares of Preferred Series
B, par value 0.001 of which 4,439,067 shares are outstanding;
3. 200 shares of Preferred Series C,
par value 0.00001 of which 85 Shares are outstanding;
4. 1,000,000 shares of Preferred Series
D, par value 0.001 of which 4 0 0,0 0 0 shares are issued and outstanding to Romeo's New York Pizza;
5. 2,000,000 shares of Preferred Series
E, par value 0.001 of which -0- are outstanding;
6. 1,000,000 shares of Preferred Series
F, par value 0.001 of which 400,000 shares are issued and outstanding to We Three, LLC (d/b/a) Affordable Housing Initiative;
7. 2,000,000 shares of Preferred Series
G, par value 0.001 of which -0- are outstanding.
8. 5,000,000 shares
of Preferred Series H, par value 0.001 of which -0- are outstanding.
9. 20,000,000 shares of Preferred Series
I, par value 0.001 of which -0- are outstanding.
10. 10,000,000 Shares of Preferred Series
J, par value 0.001 of which -0- are outstanding.
11. 10,000,000 Shares of Preferred Series
K, par value of which -0- outstanding.
12. 5,000,000 Shares of Preferred Series
M, par value 0.001 of which -0- Shares are issued and outstanding.
ARTICLE V
COVENANT OF THE PARTIES
5.1. Confidentiality. The Parties shall, and
shall use their reasonable, good faith efforts to, cause their authorized representatives to hold in strict confidence, and
not disclose to any person without the prior written consent of CDIF and Pitbull, or use in any manner except in
connection with the transactions contemplated hereby, all information obtained from CDIF or Pitbull, in connection
with the transactions contemplated hereby, except that such information may be disclosed; (1) where necessary to any
regulatory authorities or governmental agencies, (ii) if required by court order or decree or applicable law, (iii) if it is
ascertainable or obtained from public or published information; (iv) if it is received from a third party not known to Pitbull or
CDIF not under an obligation to keep such information confidential, (v) if it is or becomes known to the public other than
through disclosure by such Party; (vi) if the recipient can demonstrate it was in its possession prior to disclosure thereof
in connection with the Agreement, or (vii) if the recipient can demonstrate it was independently developed by it.
5.2. Conduct of Acquired Business.
From the date of this Agreement through the Closing Date, Pitbull, Managing Director and Members/Stockholders shall use
all reasonable efforts to preserve the business organization of Pitbull intact, to keep available to CDIF the services of
all employees and to preserve for CDIF the goodwill of the suppliers, customers, employees and others having business relations
with Pitbull and shall continue the operation of the Business in the ordinary course and consistent with past practices,
and maintain the assets, properties and rights of Pitbull (including the Exchanged Assets) in good order and condition,
subject to ordinary wear and tear.
5.3. Further Cooperation.
From and after the Closing Date, Pitbull will take all such action and deliver all such documents as shall be
reasonably necessary or appropriate to confirm CDIF's - "Rights" to title of the Assets. After the Closing, Pitbull
shall deliver to CDIF the Records (other than original corporate minutes and tax returns) exist as of the Closing, and which
are in the possession or control of Pitbull. Pitbull and CDIF, further agree that, after the Closing, each will have
access, upon prior reasonable written request and at any reasonable time, during normal business hours, to the other's
officers and employees, and to its books and records relating to the assets, properties and operations of the "Exchanged
Assets," and each shall have the right to make copies of such books and records; provided, however, that such access
shall be solely for the purpose of enabling such Party to prepare financial statements and tax returns, respond to audit
inquiries, and any litigation, claims, collection or arbitration matters related to the Exchanged Assets and for such other
business purposes as Pitbull and CDIF may agree. For purposes of this Section, books and records shall not include
employee personnel records, employee medical records, records subject to the attorney-client privilege and records the
disclosure of which is prohibited or protected from disclosure by law No Party to this Agreement shall destroy or discard any
books and records of the "Exchanged Assets" for a period sufficient to allow income tax audits to be complete
without first providing the other Party adequate opportunity to retrieve such books and records.
5.4. Employees.
(a) CDIF grants the rights of management
and employee governance to Pitbull and shall not interfere except ("for "Cause") as describe herein. (i)
the unexpected death or departure of key management/key employees, (ii) Improper management that results in the risk of a substantial
decline in revenue or business that would serve to jeopardize investors, (iii) fraudulent or criminal behavior, or (iv) lawsuits.
(b) Pitbull shall remain solely
responsible for any and all liabilities relating to or arising in connection with the day to day business and agree to comply with
the continuation coverage requirements of Sections 601 through 609 of ERISA and Sections 162(k) and 4980B of the Code and with
the notice and coverage certification requirements of Section 701 of ERISA and Section 9801 of the Code under all group health
plans with respect to its employees (including those employees who are hired by CDIF on or after the Closing) and their "qualified
beneficiaries" due to coverage under any group health plan sponsored by Pitbull. Pitbull, if it should apply, has the
responsibility t o comply with the Affordable Care Act (also commonly referred to as Obama Care), COBRA and HIPAA Obligations,
including any employee notification obligations.
(c) To the extent that any liabilities
under the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder
(the "WARN Act") or any similar provision of law arise as a consequence of the transactions contemplated by this Agreement,
it is agreed that Pitbull shall be responsible for any WARN Act liabilities arising as a result of any employment losses
from Pitbull.
5.5. Material Adverse Change.
Pitbull shall give prompt written notice (but not later than three (3) days after the occurrence thereof) to CDIF of any
(a) material adverse change in the prospects, assets, financial condition or results of operation of the " Exchanged
Assets," including without limitation, its relationships with customers and suppliers (other than changes related to
general economic or industry conditions); and (b) change that would render any representation or warranty made by Pitbull,
hereunder untrue or incomplete in any material respect as of the date of such change; and shall not take any action or permit
to occur any event, directly or indirectly within the control of Pitbull, that would cause any representation or
warranty contained herein to be inaccurate or untrue on or before the Closing Date. Should CDIF determine that Pitbull
has made a material misstatement, CDIF may "for cause" unwind this transaction without recourse by Pitbull.
5.6. Securities Law Compliance. CDIF and Pitbull understand
and agree that the consummation of this Agreement, including the issuance of the Exchange Shares to Pitbull in
exchange for the "Assets" upon closing as contemplated hereby, constitutes the offer and sale of securities
under the Securities Act and applicable state statutes. CDIF and Pitbull agree, that this transaction shall be
consummated in reliance on exemptions from the registration requirements of such statutes, which depend, among other items,
on the circumstances under which such securities are acquired. Furthermore, in connection with the transactions contemplated
by this Agreement, CDIF and Pitbull, or assigns shall each file, with the assistance of the other, such notices,
applications, reports or other instruments as may be deemed by them to be necessary or appropriate in an effort to document
reliance on such exemptions, and the appropriate regulatory authority in the state where Pitbull is incorporated,
unless an exemption requiring no filing is available in such jurisdiction, all to the extent and in the manner as may be
deemed by the Parties to be appropriate.
ARTICLE VI
CONDITIONS PRECEDENT
6.1. Conditions Precedent to the Obligations of
CDIF. The obligation of CDIF to effect the transactions is subject to the satisfaction, or the waiver by Pitbull
to the extent permitted by law, of the following conditions at or prior to the Closing:
(a) Corporate Action. The Board
of Directors and shareholders of CDIF shall have taken all action necessary to authorize the execution of this Agreement and consummation
of the transactions.
(b) Representations and Warranties
True at Closing Date. The representations and warranties of CDIF contained in this Agreement shall be true in all material
respects on and as of the Closing Date; CDIF shall have complied in all material respects with the respective covenants and agreements
set forth herein to be performed by them on or before the Closing Date; and, if requested by Pitbull, CDIF shall have delivered
to Pitbull a certificate signed by CDIF's Chief Executive Officer to all such effects.
(c) No Order or Action Affecting
the Closing. On the Closing Date, no temporary restraining order, preliminary or permanent injunction, cease and desist order
or other order issued by any court or governmental or regulatory official, body or authority, prohibiting or preventing the consummation
of any of the transactions contemplated pursuant to this Agreement to be effected at Closing shall be in effect nor shall any
action seeking the same be pending before any court or governmental or regulatory official, body or authority.
6.2. Conditions Precedent to the Obligations of Pitbull.
The obligation of Pitbull to effect the transactions is subject to the satisfaction, or the waiver by CDIF to the extent
permitted by law, of the following conditions at or prior to the Closing:
(a) Corporate Action. The Pitbull
and shareholders of Pitbull shall have taken all action necessary to authorize the execution of this Agreement and
consummation of the transactions.
(b) Accuracy of Representations
and Warranties. The representations and warranties of Pitbull made herein shall have been true and correct in all respects
when made, and shall be true and correct in all respects at and as of the Closing, with the same force and effect as though made
at and as of the Closing and, if requested by CDIF, Pitbull shall have delivered to CDIF a certificate signed on behalf
of Pitbull by its Managing Director Officers to all such effects.
(c) No Order or Action Affecting
the Closing. On the Closing Date, no temporary restraining order, preliminary or permanent injunction, cease and desist order
or other order issued by any court or governmental or regulatory official, body or authority, prohibiting or preventing the consummation
of any of the transactions contemplated pursuant to this Agreement to be effected at Closing shall be in effect nor shall any
action seeking the same be pending before any court or governmental or regulatory official, body or authority.
ARTICLE VII
INDEMNIFICATION
7.1. Pitbull shall indemnify and hold harmless
CDIF and its officers, directors, consultants, advisors, employees, and agents from and against any and all losses, damages,
fees, costs, expenses, obligations and liabilities (collectively, the "Liabilities") or actions, investigations,
inquiries, arbitrations, claims or other governmental or administrative agency proceedings in respect thereof, including
enforcement of this Agreement (collectively, the "Actions" and together with the Liabilities, the
"Losses"), arising out of or based on (i) any material inaccuracy appearing in, or misrepresentations made
hereunder or (ii) a material breach of any covenant or agreement in this Agreement or any related agreement.
7.2. CDIF shall indemnify and hold harmless Pitbull
and its Managing Director, members, directors, consultants, advisors, employees, and agents from and against any and all
losses, damages, fees, costs, expenses, obligation and liabilities (collectively, the ("Liabilities") or actions,
investigations, inquires, arbitrations, claims or other governmental or administrative agency proceedings in respect thereof,
including enforcement of this Agreement (collectively, the "Actions" and together with the Liabilities, the
"Losses"), arising out of or based on (i) any material inaccuracy appearing in, or misrepresentations made
hereunder or (ii) a material breach of any covenant or agreement in this Agreement or any related agreement.
7.3. Without limiting the foregoing,
"Losses" do not include, all reasonable legal fees, court costs and other expenses incurred in connection with
investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of this
Agreement.
7.4. The indemnification provided for
in this Article VI shall survive the consummation of the transactions contemplated hereby.
ARTICLE VIII
MISCELLANEOUS
9.1. Entire Agreement. This Agreement
(including the Schedules and Exhibits) constitutes the sole understanding of the parties with respect to the subject matter hereof
and terminates any prior agreements between Pitbull and CDIF; provided, however, that this provision is not intended to
abrogate any other written agreement between the parties executed with or after this Agreement. No amendment, modification or alteration
of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the parties
hereto.
9.2. Parties Bound by
Agreement; Successors and Assigns. The terms, conditions and obligations of this Agreement shall inure to the benefit of
and be binding upon the parties hereto and the respective successors and assigns thereof. Without the prior written consent
of CDIF, Pitbull and Stockholders may not assign its rights, duties or obligations hereunder or any part thereof to
any person or entity with the exception of the attached MOU, Exhibit B. CDIF may not assign its rights and duties hereunder,
in whole or in part, without the express written consent of Pitbull, which consent shall not be unreasonably withheld;
provided, however, CDIF may assign its rights and duties to a corporate or other entity which is owned in whole or in part by
CDIF. Notwithstanding any assignment by CDIF of its rights hereunder, in the event CDIF or any affiliate is required to make
any payment for which CDIF is indemnified or otherwise make whole any assignee of CDIF (or subsequent assignee) as a result
of any act or omission of Pitbull or Director/ Stockholder for which any Protected Party would be entitled to
indemnification from Pitbull or Member/ Stockholder but for the assignment of its rights hereunder, CDIF and the CDIF
Protected Parties shall be fully subrogated to such assignee and shall be restored to all rights under this Agreement to
obtain indemnification from Pitbull or Member/Stockholder.
9.3. Headings. The headings of the Articles,
Sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.
9.4. Modification and Waiver. Any
of terms or conditions of this Agreement may be waived in writing at any time by the Party which is entitled to the benefits thereof
No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof
(whether or not similar).
9.5. Knowledge. As used herein,
the terms "Pitbull's knowledge" and "to the knowledge of Pitbull," with respect to Pitbull
shall mean the actual or constructive knowledge of any Pitbull, and, after due inquiry, any of Pitbull's directors,
officers, members, or shareholders.
9.6. Third-Party Beneficiaries. With the
exception of the Parties and their respective Protected Parties, and any permitted assignees of rights hereunder, there shall
exist no right of any person to claim a beneficial interest in this Agreement or any rights occurring by virtue of this
Agreement.
9.7. Representations and Warranties. No
specific representation or warranty by any Party in this Agreement or in any certificate furnished hereunder or in connection
with the transactions contemplated hereby shall limit the generality or applicability of any other representation or warranty
by such Party in this Agreement or in any certificate furnished hereunder or in connection with the transactions contemplated
hereby.
9.8. Costs Associated with Disputes. If any
dispute arising out of this Agreement is litigated between the parties hereto, the prevailing Party shall be entitled to
recover its reasonable attorneys' fees, including, including attorneys' fees incurred on appeal, from the other Party in
addition to any other relief to which it may be entitled.
9.9. Expenses and Taxes. Except as
otherwise expressly provided in this Agreement, each Party will bear its own expenses incurred in connection with this
Agreement and the transaction contemplated hereby, whether or not such transaction shall be consummated. Specifically,
without limiting the generality of the foregoing, each Party shall assume and pay any federal, state, or local sales taxes or
other transfer taxes levied upon the transactions contemplated herein.
9.10. Severability. In the event
that any court shall finally determine that any provision, or any portion thereof, contained in this Agreement shall be void or
unenforceable in any respect, then such provision shall be deemed limited to the extent that such panel determines it enforceable,
and as so limited shall remain in full force and effect. In the event that such court shall determine any such provision, or portion
thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
9.11. Joint Preparation. The preparation
of this Agreement has been the joint effort of the Parties, and the resulting document shall not be construed more severely against
one of the Parties than the other.
9.12. Schedules or Exhibits. The
Parties acknowledge that certain of the Schedules or Exhibits shall be updated to the mutual satisfaction of all Parties, and attached
hereto, at the Closing.
9.13. Governing Law. All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Florida or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Florida. Each Party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the County of Broward, and State of Florida for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by
law.
9.14. Notices. All notices or other communications required
or permitted by this Agreement shall be in writing and addressed as follows:
If to CDIF |
Daniel R Thompson |
|
411 N New River Drive, Suite 2202 Fort Lauderdale, Florida 33301 |
|
|
If to PITBULL |
Jeff Packer |
|
Jeffopacker@pitbullcontainers.com |
Or such address as shall be furnished in
writing by any Party in the manner for giving notices hereunder.
Notice shall be deemed to have been duly received:
(a) if given by fax or email, when transmitted
and the appropriate confirmation received, as applicable, if transmitted on a business day and during normal business hours of
the recipient, and otherwise on the next business day following transmission:
(b) if given by certified or registered
mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mail; and
(c) if given by courier, messenger or
other means, when received or personally delivered and, in any such case, addressed as indicated herein, or to such other addresses
as may be specified by any Party to the other Parties pursuant to notice given by such Party in accordance with the provisions
of this Section 6.03.
9.15. Attorney's Fees. In the event
that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach
hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including, without limitation, reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
9.16. Entire Agreement. This Agreement
and the related documents referenced herein represent the entire Agreement between the Parties relating to the subject matter hereof,
and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.
9.17. Survival; Termination. The
representations, warranties and covenants of the respective Parties shall survive the consummation of the transactions herein contemplated
for a period of one year.
9.18. Counterparts. This Agreement
may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall be but
a single instrument. Signatures delivered by facsimile, email, or PDF shall be deemed original signatures as provided under state
and federal law.
9.19. Amendment or Waiver. Every
right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law or in
equity, and may be enforced concurrently therewith, and no waiver by any Party of the performance of any obligation by the other
shall be construed as a waiver of the same or any other default then, theretofore or thereafter occurring or existing. This Agreement
may by amended by a writing signed by all Parties, with respect to any of the terms contained herein, and any term or condition
of this Agreement may be waived or the time for performance may only be extended by a writing signed by the Party or Parties for
whose benefit the provision is intended WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first
written above, and the corporate Parties have caused this Agreement to be executed by their respective officers, hereunto duly
authorized.
EXHIBIT A
PITBULL CONTAINERS, INC. EXCHANGED
ASSETS
PURCHASE PRICE: $500,000.00*
Business valuation methods fall into the following categories,
depending upon their major focus:
· | | business assets, including
book value and liquidation value methods |
· | | historical earnings, including
debt-paying ability, capitalization of earnings or cash flow, gross income multipliers, and dividend-paying ability methods |
· | | a combination of assets and
earnings, namely, the excess earnings method |
· | | the market for similar businesses,
including comparable sales, industry rule of thumb, and p/e ratio methods |
· | | future earnings, namely,
discounted future cash flow or earnings methods |
*Cardiff agrees to re-valuate Pitbull Containers, Inc. 12 months
after the acquisition date to adjust the purchase price of company. Should the Company's re-valuation price be above and beyond
the original acquisition price Cardiff agrees to issue additional Preferred Shares to cover the difference in the new Valuation.
EXHIBIT B
MOU AND MANAGEMENT AGREEMENTS
EXHIBIT C
EXCHANGE SHARES
EXHIBIT D
IT's ASSIGNS
EXHIBIT E
CDIF ARTICLES & BYLAWS
Cardiff Lexington (PK) (USOTC:CDIX)
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