Current Report Filing (8-k)
July 01 2016 - 9:56AM
Edgar (US Regulatory)
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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2016
CARDIFF INTERNATIONAL, INC.
(Exact name of Registrant
as specified in its charter)
Florida
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000-49709
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84-1044583
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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401 East Las Olas Blvd.,
Unit 1400
Ft. Lauderdale, FL 33301
(Address of principal executive
offices, including zip code)
(844) 628-2100
(Registrant's telephone
number, including area code) 401 East Las Olas Blvd.
Suite 1400
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)).
Completion of Acquisition or Disposition
of Assets, Change in Directors
Item 2.01 Completion of Acquisition or Disposition of Assets
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
On June 30, 2016, Cardiff International, Inc. (CDIF) completed the
acquisition of Titancare, LLC. The acquisition became effective (the "Effective day") on June 27, 2016.
In connection with the closing of the acquisition, at the Effective
Time, each outstanding class of preferred shares of Titan, par value $0.17 per share ("Titan Preferred Class Stock"),
was converted into $0.17 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class “G”
Stock, par value $0.001 per share ("CDIF Preferred “G” Stock"). The preferred share Consideration was adjusted
as a result of the authorization and declaration of a special distribution to the preferred Titan stockholders at $0.17 per share
with a conversion rate of 1 to 1.3 Common Stock payable to Titan shareholders of record as of the close of business on June 27,
2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain
interests in assets of Titan to certain parties designated by CDIF, which closed on June 27, 2016 (the "Asset Sale").
Pursuant to the terms of the Acquisition.
CDIF issued approximately 977.247 shares of CDIF Preferred “G”
Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “G” Class of stock on
June 27, 2016. The acquisition consideration (based on the value of $0.17 in CDIF Preferred Stock, represents approximately $166,132.
The LLC has filed to convert to a Pennsylvania Corporation. An amended 8K will be filed with audited financials by September 7,
2016.
Second Acquisition:
On June 29, 2016, Cardiff
International, Inc. (CDIF) completed the acquisition of York County In Home Care, Inc. The acquisition became effective (the "Effective
day") on June 27, 2016.
In connection with the closing of the acquisition, at the Effective
Time, each outstanding class of preferred shares of York, par value $0.17 per share ("York Preferred Class Stock"), was
converted into $0.17 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class “G” Stock,
par value $0.001 per share ("CDIF Preferred “G” Stock"). The preferred share Consideration was adjusted as
a result of the authorization and declaration of a special distribution to the preferred York stockholders at $0.17 per share with
a conversion rate of 1 to 1.3 Common Stock payable to York shareholders of record as of the close of business on June 29, 2016
(the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain
interests in assets of York to certain parties designated by CDIF, which closed on June 29, 2016 (the "Asset Sale").
Pursuant to the terms of the Acquisition.
CDIF issued approximately 8,235,294 shares
of CDIF Preferred “G” Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred
“G” Class of stock on June 29, 2016. The acquisition consideration (based on the value of $0.17 in CDIF Preferred
Stock, represents approximately $1,400,000.00. An amended 8K will be filed with audited financials by September 9, 2016.
SECTION 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
On June 27, 2016, our board of
directors appointed Rob Morgan and Mitch Piskur (Hereinafter Morgan/Piskur) to serve as Co-Managers of Titancare, LLC and
York County In Home Care, Inc. Morgan/Piskur have been previous owners with extensive In-Home care experience.
There are no family relationships between Morgan/Piskur and any
of our directors or executive officers.
Our newly-appointed officer has not had any material direct or indirect
interest in any of our transactions or proposed transactions over the last two years.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 3.1 - Articles of Incorporation
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.
Cardiff International, Inc.
By:
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/s/ Daniel Thompson
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Daniel Thompson
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Title:
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Chairman
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Dated: June 30, 2016
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