Current Report Filing (8-k)
July 28 2017 - 9:55AM
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):
July 26, 2017
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)
|
(IRS Employer Identification No
.)
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401 E. Las Olas Blvd. Suite 1400
Ft. Lauderdale, FL 33301
(Address of principal executive offices,
including zip code)
(844) 628-2100
(Registrant's telephone number, including
area code)
_________________________________________________________
(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:
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o
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
¨
In this Current Report on Form 8-K,
“Registrant,” “Company,” “our company,” “us,” and “our” refer to Cardiff
International, Inc., unless the context requires otherwise.
Item 4.01 Changes in Registrant’s
Certifying Accountant
Dismissal
of previous independent registered public accounting firm:
On
July 20, 2017 the Registrant dismissed D. Brooks & Associates CPA’s, P.A. as its independent registered public accounting
firm. D. Brooks & Associates CPA’s, P.A. has not issued an opinion with respect to any financial statements of the Registrant.
The registrant had requested that
D. Brooks & Associates CPA’s, P.A. furnish it with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statement. The letter is attached as an exhibit to this Form 8-K.
Engagement
of new independent registered public accounting firm:
On
July 20, 2017 the Registrant engaged Malone Bailey, LLP. as its independent registered public accounting firm. During the two
most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Malone Bailey, LLP
regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B. The decision to change independent registered
accountants was approved by the Company’s Board of Directors, as the Company has no audit committee.
Item 4.02 Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Review
On July 24, 2017 the Board of Directors
(the “Board”) of Cardiff International, Inc. (the “Company”) concluded that the unaudited financial statements
for the 1
st
Quarter 2017 (the “Relevant Period”), as previously filed as part of the Company’s previously
issued unaudited consolidated financial statement as of and for the quarter ended March 31, 2017 should no longer be relied upon.
The Company will restate its unaudited consolidated financial statements for the Restated Period to reflect adjustments in the
fair market value.
The Company has concluded to restate
its financial statements for the Relevant Period to correct the above identified accounting and disclosure errors. The Company
and its advisors are working expeditiously to complete this review and the Company intends to bring current its financial reporting
obligations as soon as practicable.
Item 1.02 Termination of a Material
Definitive Agreement.
As previously disclosed, on March
10, 2017 Cardiff International, Inc. a company incorporated in the State of Florida ("Cardiff"), entered into an Acquisition
Agreement (the “Agreement”) to purchase Consulting Services Support Corporation, Inc. (“CSSC”), a company
incorporated in the State of Illinois in a Tax-Free Exchange under section 368 (a)(1)(B) of the United States Internal Revenue
Code of 1986. CSSC failed to comply with the terms of the Agreement and as a result Cardiff has terminated the Agreement effective
immediately.
The Company placed in reserve 10,000,000
shares of Convertible Preferred “J” stock of which 6,056,227 shares were to be issued pursuant to the Agreement. The
Preferred “J” shares have a 1 to 1.25 conversion rate (the “Conversion”) governed by a Lock-Up/Leak-Out
Agreement in exchange for 100% of shares of CSSC represented by all assets valued at $1,544,338.
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 24
th
day of July, 2017 and which is incorporated
herein by reference.
The decision to revoke the CSSC Acquisition
Agreement was approved by the Company’s Board of Directors.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
Increase in the Authorized
shares of Common Stock: On July 11, 2017 the Board of Directors of Cardiff International, Inc., a Florida corporation (the
“Corporation”) authorized to Five Hundred Million (500,000,000) shares of Common Stock, par value of $0.001. This
increase was authorized for a) upcoming acquisitions; b) increased growth; c) to maintain control (the “Control
Block”); d) compensate employees. In the event shares are issued, they will be issued as “restricted
shares”.
Item 9.01 Financial Statements
and Exhibits
EX-16.1 Letter
from Accountant
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:
/s/ Daniel Thompson
Daniel Thompson
Title:
Chairman
Dated: 07-26-17
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