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.
As previously disclosed on August 10
th
, 2016, Cardiff
international, Inc. (CDIF) completed a forward acquisition of FDR Enterprises, Inc.; Recippi’s Franchise Group, LLC; Refreshment
Concepts, LLC. Corrected terms of each acquisition are hereby listed:
1
st
Acquisition
On August 10
th
, 2016, Cardiff International, Inc. (CDIF)
completed the acquisition of Refreshment Concepts, LLC. The acquisition became effective (the "Effective day") on August
10
th
, 2016.
In connection with the closing of the acquisition, at the Effective
Time, each outstanding class of preferred shares of Refreshment Concepts, par value $0.20 per share ("Refreshment Concepts
Preferred Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of CDIF’s Preferred
Class “H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock"). The preferred share
Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred Refreshment
Concepts stockholders at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable to Refreshment Concepts shareholders
of record as of the close of business on July 22, 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 Refreshment Concepts to certain parties designated by
CDIF, which closed on July 22, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition.
CDIF issued approximately 1,440,000 shares of CDIF Preferred “H”
Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on
July 1
st
, 2016. The acquisition consideration (based on the value of $0.20 in CDIF Preferred Stock, represents approximately
$288,000.00. The LLC has filed to convert to a Georgia Corporation. An amended 8K will be filed with audited financials by October
10
th
t
, 2016.
2nd Acquisition
On August 10
th
, 2016, Cardiff International, Inc. (CDIF)
completed the acquisition of F.D.R. Enterprises. The acquisition became effective (the "Effective day") on August 10th,
2016.
In connection with the closing of the acquisition, at the Effective
Time, each outstanding class of preferred shares of F.D.R. Enterprises par value $0.20 per share ("F.D.R. Enterprises Preferred
Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class
“H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock"). The preferred share Consideration
was adjusted as a result of the authorization and declaration of a special distribution to the preferred F.D.R. Enterprises stockholders
at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable to F.D.R. Enterprises shareholders of record as of
the close of business on July 22, 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 F.D.R. Enterprises to certain parties designated by CDIF, which closed
on July 22, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition.
CDIF issued approximately 1,206,870 shares of CDIF Preferred “H”
Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on
July 1
st
, 2016. The acquisition consideration (based on the value of $0.20 in CDIF Preferred Stock, represents approximately
$241,374.00. The LLC has filed to convert to a Tennessee Corporation. An amended 8K will be filed with audited financials by October
10
th
, 2016.
3
rd
Acquisition
On August 10
th
, 2016, Cardiff International, Inc. (CDIF)
completed the acquisition of Repicci’s Franchise Group. The acquisition became effective (the "Effective day")
on August 10
th
, 2016.
In connection with the closing of the acquisition, at the Effective
Time, each outstanding class of preferred shares of Repicci’s Franchise Group par value $0.20 per share ("Repicci’s
Franchise Group Preferred Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of
CDIF’s Preferred Class “H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock").
The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the
preferred Repicci’s Franchise Group stockholders at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable
to Repicci’s Franchise Group shareholders of record as of the close of business on July 22, 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 Repicci’s
Franchise Group to certain parties designated by CDIF, which closed on July 22, 2016 (the "Asset Sale"). Pursuant to
the terms of the Acquisition.
CDIF issued approximately 1,770,000 shares of CDIF Preferred “H”
Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on
July 1
st
, 2016. The acquisition consideration (based on the value of $0.20 in CDIF Preferred Stock, represents approximately
$354,000.00. The LLC has filed to convert to a Tennessee Corporation. An amended 8K will be filed with audited financials by October
10
th
, 2016.