UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM
10-Q
QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)4
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March
31, 2014
Commission File Number 000-49709
_______________________
CARDIFF
INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
_______________________
Colorado |
84-1044583 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
411 N New River Drive E, Unit 2202, Ft.
Lauderdale, FL 33301
(Address of principal executive offices)
818-783-2100 (Registrant's telephone
no., including area code)
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act: No Par Value Common Stock
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes o No
x
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes o No
x
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definitions
of ‘‘accelerated filer,” “large accelerated filer,’’ and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o Accelerated
filer o Non-accelerated
filer o Smaller
reporting company x
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No
x
Common Stock outstanding at January 21, 2014, 2,069,435,914
shares of $0.0001 par value Common Stock.
FORM 10-Q
CONSOLIDATED FINANCIAL STATEMENTS AND
SCHEDULES
CARDIFF INTERNATIONAL, INC.
For the Quarter March 31, 2014
The following financial statements and schedules
of the registrant are submitted herewith:
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PART I - FINANCIAL INFORMATION |
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Item 1. |
Unaudited Condensed Consolidated Financial Statements: |
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Condensed Balance Sheets |
3 |
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Condensed Statements of Operations |
4 |
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Condensed Statements of Cash Flows |
5 |
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Notes to Condensed Consolidated Financial Statements |
6–
18 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
19 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
22 |
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Item 4. |
Controls and Procedures, Evaluation of Disclosure Controls and Procedures |
22 |
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PART II - OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
23 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
23 |
Item 3. |
Defaults Upon Senior Securities |
23 |
Item 4. |
Submission of Matters to a Vote of Security Holders |
23 |
Item 5. |
Other Information |
23 |
Item 6. |
Exhibits |
23 |
Part I - Financial Information
Item 1 -Financial Statements
CARDIFF INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
March 31, | | |
December 31, | |
| |
2014 | | |
2013 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 46,330 | | |
$ | 4,676 | |
Advances to employees | |
| – | | |
| 1,659 | |
Total current assets | |
| 46,330 | | |
| 6,335 | |
| |
| | | |
| | |
Property and equipment, net of accumulated depreciation of $4,124 and $3,969 | |
| – | | |
| – | |
Note receivable - related party | |
| 45,000 | | |
| – | |
Deposits | |
| 600 | | |
| 600 | |
| |
| | | |
| | |
Total Assets | |
$ | 91,930 | | |
$ | 6,935 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS' DEFICIENCY | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts Payable and accrued expenses | |
$ | 818,364 | | |
$ | 814,265 | |
Interest payable | |
| 130,025 | | |
| 121,440 | |
Accrued payroll taxes | |
| 422,223 | | |
| 412,623 | |
Derivative liability | |
| 48,778 | | |
| 97,391 | |
Due to officers | |
| 103,600 | | |
| 49,500 | |
Notes Payable, unrelated party | |
| 50,000 | | |
| 50,000 | |
Convertible notes payable | |
| 165,000 | | |
| 195,750 | |
Notes payable, related-party - current portion | |
| 10,000 | | |
| – | |
Total current liabilities | |
| 1,747,990 | | |
| 1,740,969 | |
| |
| | | |
| | |
Long-Term Liabilities | |
| | | |
| | |
Notes payable, related-party, net of current portion and discount $44,325 and $50,075, respectively | |
| 77,825 | | |
| 74,925 | |
| |
| | | |
| | |
Total liabilities | |
| 1,825,815 | | |
| 1,815,894 | |
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| | | |
| | |
SHAREHOLDERS' DEFICIENCY | |
| | | |
| | |
| |
| | | |
| | |
Series B Preferred | |
| 11,362,468 | | |
| 11,324,471 | |
Stock C Preferred | |
| 13,520 | | |
| 13,500 | |
Stock F Preferred | |
| 109,983 | | |
| – | |
Common stock; 250,000,000 shares authorized with no par value; 2,416,819,560 and 2,069,435,924 issued and outstanding at March 31, 2014 and December 31, 2013, respectively | |
| 11,318,463 | | |
| 11,283,603 | |
Additional paid-in capital | |
| 1,700,214 | | |
| 1,700,214 | |
Deficit accumulated during development stage | |
| (26,238,533 | ) | |
| (26,130,737 | ) |
Total shareholders' deficiency | |
| (1,733,885 | ) | |
| (1,808,959 | ) |
| |
| | | |
| | |
Total liabilities and shareholders' deficiency | |
$ | 91,930 | | |
$ | 6,935 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
CARDIFF INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2014
AND 2013
| |
Three months ended March 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
REVENUE | |
$ | – | | |
$ | – | |
| |
| | | |
| | |
OPERATING EXPENSES | |
| 140,804 | | |
| 166,748 | |
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| | | |
| | |
LOSS FROM OPERATIONS | |
| (140,804 | ) | |
| (166,748 | ) |
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OTHER INCOME (EXPENSE) | |
| | | |
| | |
Change in value of derivative liability | |
| 48,613 | | |
| 39,551 | |
Interest expense | |
| (15,595 | ) | |
| (278,888 | ) |
TOTAL OTHER INCOME (EXPENSE) | |
| 33,018 | | |
| (239,337 | ) |
| |
| | | |
| | |
NET LOSS FOR THE PERIOD | |
$ | (107,786 | ) | |
$ | (406,085 | ) |
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| | | |
| | |
INCOME (LOSS) PER COMMON SHARE BASIC AND DILUTED | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
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| | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED | |
| 2,232,637,762 | | |
| 143,619,559 | |
The accompanying notes are an integral part
of these consolidated financial statements.
CARDIFF INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2014
AND 2013
| |
Three Months Ended March 31, | |
| |
2014 | | |
2013 | |
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OPERATING ACTIVITIES | |
| | | |
| | |
Net loss | |
$ | (107,786 | ) | |
$ | (406,085 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| – | | |
| 155 | |
Amortization of loan discount | |
| 2,900 | | |
| 28,750 | |
Change in value of derivative liability | |
| (48,613 | ) | |
| (39,551 | ) |
Issuance of warrants as loan costs | |
| – | | |
| 200,000 | |
(Increase) decrease in: | |
| | | |
| | |
Advances to employees | |
| 1,659 | | |
| – | |
Increase (decrease) in: | |
| | | |
| | |
Accounts payable and accrued expenses | |
| 13,699 | | |
| 16,599 | |
Accrued officers' salaries | |
| 54,100 | | |
| 86,700 | |
Interest payable | |
| 8,585 | | |
| 50,139 | |
Settlement payable, shareholder | |
| – | | |
| (2,250 | ) |
Net cash used in operating activities | |
| (75,456 | ) | |
| (65,543 | ) |
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| | |
INVESTING ACTIVITIES | |
| | | |
| | |
Advances - notes receivable | |
| (45,000 | ) | |
| – | |
Net cash used in investing activities | |
| (45,000 | ) | |
| – | |
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| | |
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FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from notes payable, unrelated-party | |
| 10,000 | | |
| – | |
Proceeds from sale of common stock | |
| 4,110 | | |
| 72,750 | |
Proceeds from sale of Preferred stock | |
| 148,000 | | |
| – | |
Net cash provided by financing activities | |
| 162,110 | | |
| 72,750 | |
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 41,654 | | |
| 7,207 | |
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CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD | |
| 4,676 | | |
| 1,852 | |
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| | | |
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CASH AND CASH EQUIVALENTS -END OF PERIOD | |
$ | 46,330 | | |
$ | 9,059 | |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid for interest | |
$ | – | | |
$ | – | |
Cash paid for taxes | |
$ | – | | |
$ | – | |
| |
| | | |
| | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Common stock issued upon conversion of notes payable | |
$ | 30,750 | | |
$ | 65,874 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
1. |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Organization and Nature of Operations
Legacy Card Company was
formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, the Company converted from a California Limited Liability
Company to a Nevada Corporation. On November 10, 2005, the Company merged with Cardiff International, Inc. (“Cardiff”),
a publicly held corporation. In first quarter of 2013, it was decided to restructure CDIF into a new
holding company who adopted a new business model known as "Collaborative Commonwealth™" a new form of governance
enabling businesses to take advantage of the power of a public Company. Targeting the acquisition of undervalued, niche companies
with high growth potential, income-producing commercial real estate properties and high return investments, all designed to pay
a dividend to our shareholders. The reason for this was to protect our shareholders by acquiring small to minimum size businesses
seeking support with both financing and management. The plan was to establish new classes of Preferred stock to streamline voting
rights, negate debt and acquire new businesses. By December of 2013 the Company negated 90% plus of all debt; by July of 2014 the
Company acquired four businesses, We Three, LLC; Romeo’s NY Pizza; Hi-Lo Farms/Cole Construction and Edge View Properties,
Inc.
Interim Financial Statements
The unaudited condensed consolidated
financial statements of Cardiff, a development stage company, have been prepared in accordance with U.S. generally accepted accounting
principles for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting
principles generally accepted in the United States of America for annual financial statements. However, the information included
in these interim condensed consolidated financial statements reflects all adjustments (consisting solely of normal recurring adjustments)
which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations.
Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The balance sheet
information as of December 31, 2013 was derived from the audited financial statements included in Form 10K filed with the Securities
and Exchange Commission. These interim financial statements should be read in conjunction with that report.
Going Concern
The accompanying financial statements
have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and
liabilities and commitments in the normal course of business. The Company is has sustained operating losses since its inception
and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability
to continue as a going concern. As of March 31, 2014, the Company had a shareholders’ deficiency of $1,733,885, is delinquent
in payment of $422,223 in payroll taxes and is in default of a significant amount of its outstanding debt. The accompanying financial
statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts
and classifications of liabilities that might result if the Company is unable to continue as a going concern. As a result, the
Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2014 financial
statements, has raised substantial doubt about the Company’s ability to continue as a going concern.
CARDIFF INTERNATIONAL,
INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
The ability of the Company to
continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional
cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to pursue the development
of its credit card business. There can be no assurance that we will be able to obtain sufficient capital from debt or equity transactions
or from operations in the necessary time frame or on terms acceptable to us. Should we be unable to raise sufficient funds, we
may be required to curtail our operating plans and possibly relinquish rights to portions of our technology or products. In addition,
increases in expenses or delays in product development may adversely impact our cash position and may require cost reductions.
No assurance can be given that we will be able to operate profitably on a consistent basis, or at all, in the future. Should the
Company not be able to raise sufficient funds, it may cease their operations.
Use of Estimates
The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly,
actual results could differ from those estimates.
Valuation of Derivative Instruments
FASB ASC 815-10, Derivatives
and Hedging, requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative
instruments such as warrants, on their issuance date to determine whether they would be considered a derivative liability and measured
at their fair value for accounting purposes. Prior to July 12, 2012, the Company did not have enough authorized shares to issue
common shares resulting in the potential exercise or conversion of its issued and outstanding options/warrants and convertible
notes, respectively. Accordingly, these instruments were reflected as derivative liabilities for the period ended June 30, 2012
and prior. In July 2012, the Company was successful in increasing the number of authorized shares in the corporate treasury effectively
eliminating the majority of the derivative liability. As such derivative liabilities with a fair value of $1,578,405
on July 12, 2012 related to equity investments were extinguished and accounted for as additional paid in capital. In determining
the appropriate fair value, the Company uses a weighted average Black-Scholes pricing model. At March 31, 2014 and 2013, the Company
adjusted its derivative liability to its fair value and reflected the increase (decrease) in fair value for the three months ended
March 31, 2014 and 2013, of $48,613 and $39,551, respectively, as other income on the Condensed Consolidated Statement of Operations.
Fair Value Measurements
Fair value is defined as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon
the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between
(1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2)
an entity’s own assumptions about market participant assumptions developed based on the best information available in the
circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are described below:
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
|
Level Input |
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Input Definition |
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Level 1 |
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Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
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Level 2 |
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Inputs, other than quoted prices included in Level 1, that are observable for the asset or liability through corroboration with market data at the measurement date. |
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Level 3 |
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Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
The following table presents
certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s
condensed balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2013.
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Level 4 | |
Fair Value of Derivative Liability | |
$ | – | | |
$ | – | | |
$ | 48,613 | | |
$ | 48,613 | |
Stock Based Compensation
The Company periodically issues
stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs.
The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided
by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over
the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance
with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based
upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at
which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally
are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance
requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded
in the period of the measurement date.
Income Taxes
The Company accounts for income
taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income
taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods
in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized. The provision for income taxes, if any, represents the tax payable for
the period and the change during the period in deferred tax assets and liabilities.
Earnings (Loss) per Share
FASB ASC Subtopic 260, Earnings
Per Share, provides for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per common
share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock
outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders
by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional
shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive
securities include outstanding stock options, warrants, and debts convertible into common shares. The dilutive effect of potentially
dilutive securities is reflected in diluted earnings per common share by application of the treasury stock method. Under the treasury
stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect
from potentially dilutive securities.
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
During a period of net loss, all
potentially dilutive securities are antidilutive. Accordingly, for the three months ended March 31, 2014 and 2013, potentially
dilutive securities have been excluded from the computations since they would be antidilutive.
Principles of Consolidation
The consolidated financial statements
include the accounts of Cardiff International, Inc. and its wholly owned subsidiary, Legacy Card Company. All significant intercompany
accounts and transactions are eliminated in consolidation.
Recently Issued Accounting Pronouncements
The Company has evaluated all
of the recent accounting pronouncements through the filing date of these financial statements and feels that none of them will
have a material effect on the Company’s interim financial statements.
Recent Accounting Pronouncements
ASU 2014-10, Development Stage Entities
On June 10, 2014, the Financial
Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst
other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing
the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments
eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income,
cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose
a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the
entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are
effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December
15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements
have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial
statements as those of a development stage entity and have not presented inception-to-date information on the respective financial
statements.
2. |
|
RELATED PARTY TRANSACTIONS |
Due to Officers
The Company borrows funds from
Daniel Thompson who is a Shareholder and Officer of the Company. The terms of repayment stipulate the loans are due twenty-four
(24) months after the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of six (6) percent.
In addition, the Company has an employment agreement with Daniel Thompson whereby the Company provides for compensation of $25,000
per month. A total salary of $75,000 was accrued and reflected as an expense to Daniel Thompson during the three months ended March
31, 2014. The total balance due to Daniel Thompson for accrued salaries, advances, and accrued interest, at March 31, 2014
and December 31, 2013, was $48,600 and $0, respectively.
The total balance due others for
accrued salaries at March 31, 2014 and December 31, 2013, was $50,000 and $49,500, respectively.
Notes Payable - Related Party
At March 31, 2014 and December
31, 2013 the Company had amounts payable to a related party of $10,000 and $0, respectively, for advances to the Company. The note
was repaid in April 2014.
Notes Payable – Related Party
The Company has entered into several loan agreements
with related parties (see note 3).
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
3. |
|
NOTES PAYABLE, UNRELATED PARTY |
International Card Establishment, Inc.
The Company entered into an agreement
with International Card Establishment, Inc. (“ICE”) on April 19, 2007 whereby ICE will be the exclusive provider for
the rewards and loyalty programs related to merchant contributions to a 529 College Savings Plan.
In connection with the agreement,
the Company received a $50,000 advance from ICE during the second quarter of 2008. This advance is to be repaid within 120 days
of written notice by ICE if the Company launches the card in a test market and the results of that test launch prove to be unsuccessful.
If the Company fails to make the required payment within 120 days, the Company will be granted an additional 30 day period to remedy
the default. If the Company does not remedy the default within this 30 day period, ICE may, at its discretion, convert the $50,000
debt to equity equaling 10% of the outstanding stock of the Company on a fully diluted basis.
Also, if ICE determines that the
test launch was successful, ICE shall obtain up to three (3) $500,000 loan facilities for the Company within five (5) business
days of the successful completion of the test launch. The Company will be required to repay the $50,000 advance directly from the
loan proceeds. Upon receipt of each of the $500,000 loan facilities, the Company shall issue ICE a warrant to purchase three and
one-third percent (3 1/3%) of the Company’s outstanding common stock on a fully diluted basis as of the date of issuance. Each
warrant shall have an exercise price equal to $200,000 and shall have a five (5) year term from the issuance date.
In conjunction with the Loan,
the Company issued 1,500,000 warrants to purchase its common stock, exercisable at $0.20 per share and expire June 2, 2014. As
a result of the warrants issued, the Company recorded $13,639 debt discount during 2009.
All warrants will have a cashless
exercise provision and shall entitle ICE to one (1) demand registration right for each warrant, at the Company’s expense.
The balance outstanding on the
advance from ICE at March 31, 2014 and December 31, 2013 was $50,000 and is currently in default.
4. |
|
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY |
Some of the Convertible Notes
issued as described below included an anti-dilution provision that allowed for the adjustment of the conversion price. The Company
considered the current Financial Accounting Standards Board guidance of “Determining Whether an Instrument Indexed to an
Entity’s Own Stock” which indicates that the instrument is not indexed to the issuers own stock. Accordingly, the Company
determined that as the conversion price of the Notes issued in connection therewith could fluctuate based future events, such prices
were not fixed amounts. As a result, the Company determined that the conversion features of the Notes issued in connection
therewith are not considered indexed to the Company’s own stock and characterized the value of the conversion feature of
such notes as derivative liabilities upon issuance.
Convertible notes at March 31, 2014 and December 31,
2013 are summarized as follows:
| |
March 31, 2014 | | |
December 31, 2013 | |
Unrelated Party | |
$ | – | | |
$ | 30,750 | |
Related Party | |
| 165,000 | | |
| 165,000 | |
Total - Current | |
$ | 165,000 | | |
$ | 195,750 | |
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
Convertible notes payable – unrelated party
On August 10, 2012, the Company
entered into an unsecured Convertible Promissory Note agreement with an unrelated party for $15,000 and $7,500. The Note bears
interest at 8% per year and matures on May 4, 2013. The Note and any accrued and outstanding interest is convertible into the Company’s
common shares at a discount of 45% of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. The balance of the note was $22,500 and $0 at December
31, 2013 and 2012, respectively. The notes payable was converted into common stock.
On December 3, 2012, the Company
entered into an unsecured Convertible Promissory Note agreement with an unrelated party for $8,250. The Note bears interest at
8% per year and matures on September 5, 2013. The Note and any accrued and outstanding interest is convertible into the Company’s
common shares at a discount of 45% of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. The balance of the note was $0 and $8,250 at March
31, 2014 and December 31, 2013, respectively. The notes payable and accrued interest was converted into common stock.
On April 21, 2008, the Company
entered into a Convertible Debenture with a shareholder in the amount of $150,000. The Debenture is convertible into common shares
of the Company at $0.03 per share at the option of the holder no earlier than August 21, 2008. The Debenture bears interest
at 12% per year, matured in August 2009, and is unsecured. All principal and unpaid accrued interest is due at maturity. In conjunction
with the Convertible Debenture, the company also issued warrants to purchase 5,000,000 shares of the Company’s common stock
at $0.03 per share. The warrants expire on April 20, 2013. As a result of issued warrants, the Company recorded a $150,000 debt
discount during 2008 which has been fully amortized. The Company is in default on this Convertible Debenture, the warrants have
not been exercised. The balance of the note was $150,000 at December 31, 2013 and 2012.
On March 11, 2009, the Company
entered into a Convertible Debenture with a shareholder in the amount of $15,000. The Debenture is convertible into common shares
of the Company at $0.03 per share at the option of the holder. The Debenture bears interest at 12% per year, matures
March 11, 2014, and is unsecured. All principal and unpaid accrued interest is due at maturity. The balance of the note was $15,000
at December 31, 2013 and 2012.
Notes payable – related party at March 31, 2014
and December 31, 2013 are summarized as follows:
| |
March 31, 2014 | | |
December 31, 2013 | |
Total Principal Balance | |
$ | 122,150 | | |
$ | 125,000 | |
Discount on Notes | |
| (44,325 | ) | |
| (50,075 | ) |
| |
| 77,825 | | |
| 74,925 | |
Current Portion | |
| – | | |
| – | |
| |
| | | |
| | |
Total - Current | |
$ | 77,825 | | |
$ | 74,925 | |
On September 7, 2011, the Company
entered into a Promissory Note agreement with a related party for $50,000. The Note bears interest at 8% per year and matures on
September 7, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will
be due upon maturity. In conjunction with the Note, the Company issued 2,500,000 shares of its common stock to the lender. As a
result of the shares issued in conjunction with the note, the Company recorded a $50,000 debt discount during 2011. The balance
of the note, net of discount was $33,130 and $23,130 at March 31, 2014 and December 31, 2013, respectively.
On November 17, 2011, the Company
entered into a Promissory Note agreement with a related party for $50,000. The Note bears interest at 8% per year and matures on
November 17, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will
be due upon maturity. In conjunction with the Note, the Company issued 2,500,000 shares of its common stock to the lender. As a
result of the shares issued in conjunction with the note, the Company recorded a $50,000 debt discount during 2011. The Company
has not distributed these shares to the lender, therefore, these shares are not in equity and have been included in the calculation
of the derivative liability at December 31, 2013. The balance of the note, net of discount was $30,795 and $20,795 at March 31,
2014 and December 31, 2013, respectively.
On March
11, 2009, the Company entered into a Convertible Debenture with a shareholder in the amount of $15,000. The Debenture is convertible
into common shares of the Company at $0.03 per share at the option of the holder. The Debenture bears interest at 12%
per year, matures March 11, 2014, and is unsecured. All principal and unpaid accrued interest is due at maturity. The
balance of the note was $12,150 at March 31, 2014 and December 31, 2013.
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
In April 2008, the FASB issued
a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a
reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception
in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal
years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for warrants and many convertible
instruments with provisions that protect holders from a decline in the stock price (or “down-round” provisions). For
example, warrants with such provisions will no longer be recorded in equity. Down-round provisions reduce the exercise price of
a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise price
of those instruments or issues new warrants or convertible instruments that have a lower exercise price.
The Company evaluated whether
convertible debt and warrants to acquire stock of the Company contain provisions that protect holders from declines in the stock
price or otherwise could result in modification of the exercise price under the respective convertible debt and warrant agreements.
The Company determined that the notes and the conversion notes of certain notes contained such provisions and recorded such instruments
as derivative liabilities upon issuance. In addition, in periods prior to July 1, 2012, the Company did not have enough authorized
shares to issue common shares resulting in the potential exercise or conversion of its issued and outstanding options, warrants
or convertible notes. Accordingly, these instruments were reflected as derivative liabilities as of June 30, 2012 and prior. In
July 2012, the Company was successful in increasing the number of authorized shares in the corporate treasury effectively eliminating
the majority of the derivative liability.
Derivative liabilities were valued
using the weighted-average Black-Scholes-Merton option pricing model, which approximates the Monte Carlo and other binomial valuation
techniques, with the following assumptions:
| |
March 31, 2014 | | |
December 31, 2013 | |
Conversion feature: | |
| | | |
| | |
Risk-free interest rate | |
| 0.01 % to 0.27% | | |
| 0.01 % to 0.27% | |
Expected volatility | |
| 100% | | |
| 100% | |
Expected life (in years) | |
| 0 – 2 years | | |
| 0 – 2 years | |
Expected dividend yield | |
| 0% | | |
| 0% | |
| |
| | | |
| | |
Fair Value: | |
| | | |
| | |
Conversion feature | |
$ | 48,778 | | |
$ | 97,391 | |
Warrants | |
| – | | |
| | |
| |
$ | 48,778 | | |
$ | 97,391 | |
The risk-free interest rate was
based on rates established by the Federal Reserve Bank. The expected volatility was based on the Company’s historical volatility,
and the expected life of the instruments is determined by the expiration date of the instrument. The expected dividend yield was
based on the fact that the Company has not paid dividends to common stockholders in the past and does not expect to pay dividends
to common stockholders in the future.
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
The Company determined the fair
value of the derivative liabilities to be $48,778 as of March 31, 2014, and the Company recorded a gain for the change in fair
value of derivative liabilities of $48,613 in the accompanying statement of operations for the period then ended.
The Company has failed to remit
payroll tax payments since 2006, as required by various taxing authorities. When payment is ultimately made management believes
that the Company will be assessed various penalties for the delayed payments. As of March 31, 2014, to the Company estimates the
amount of taxes, interest, and penalties that the Company would incur as a result of these unpaid taxes to be $422,223.
In October 2013, the Board of
Directors approved increasing the number of authorized share of common stock from 250,000,000 to 3,000,000,000 and authorize 2
classes of Preferred Stock having 4 class A authorized and 10,000,000 Class B authorized.
In December 2013, the Board of
Directors approved an amendment to the Company’s Articles of Incorporation to amend series B Preferred Stock Designations,
Rights & Privileges and to authorize 5 additional classes of Preferred Stock. After this action the Company has 8 classes of
Common Stock and Preferred Stock.
The
principal features of the Company's capital stock are as follows:
Series A Preferred Stock
As of March 31, 2014 and December
31, 2013, the Company has designated 4 shares of preferred stock as Series A preferred stock, with a par value of $.01 per share,
of which 1 share of preferred stock are issued and outstanding. Class A is authorized to have 4 shares which do not
bear dividends and converts to common shares four times the sum of: {all shares of Common Stock issued and outstanding at time
of conversion + all shares of Series B Preferred Stocks issued and outstanding at time of conversion divided by the number of issued
Class A shares at the time of conversion and have voting rights four times the sum of: {all shares of Common Stock issued and outstanding
at time of voting + all shares of Series B Preferred Stocks issued and outstanding at time of voting divided by the number of Class
A shares issued at the time of voting.
Series B Preferred Stock
As of March 31, 2014 and December
31, 2013, the Company has designated 10,000,000 shares of preferred stock as Series B preferred stock, with a par value of $2.50
per share, of which 4,576,701 shares of preferred stock are issued and outstanding. Shares
of Series B Preferred Stock are anti-dilutive to reverse splits. The conversion rate of shares of Series B Preferred Stock, however,
would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
Each one share of the Series B Preferred Stock shall have voting rights equal to five (10) votes of Common Stock. With respect
to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders
of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock, without regard to class,
except as to those matters on which separate class voting is required by applicable law or the Corporation’s Certificate
of Incorporation or Bylaws.
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
In 2014, the Company issued 4,576,701
shares of Series B preferred stock in exchange for approximately $3 million of outstanding debt. In addition the Company issued
28,000 shares of Series B preferred stock for $100,000 in cash that was received during 2013.
On December 5, 2013, the Company
agreed to issue to Daniel Thompson, Seven Hundred Twelve Thousand (720,000) shares of Class “C” Preferred shares of
stock pursuant to an agreement to convert the accrued salaries of $468,442 and stock bonuses due him to Preferred Stock at a price
of $2.50 per share.
Series C Preferred Stock
As of March 31, 2014 and December
31, 2013, the Company has designated 10,000 shares of preferred stock as Series C preferred stock, with a par value of $.00001
per share, of which 75 shares of preferred stock are issued and outstanding. Shares of Series C Preferred Stock are
non-dilutive to reverse splits. The conversion rate of shares of Series C Preferred Stock, however, would increase proportionately
in the case of forward splits, and may not be diluted by a reverse split following a forward split. One (1) share of Preferred
Stock converts to 100,000 shares of Common Stock. Each share of Series C Preferred Stock shall have five (5) votes for any election
or other vote placed before the shareholders of the Company. The price of each share of Series C Preferred Stock may be changed
either through a majority vote of the Board of Directors through a resolution at a meeting of the Board of Directors, or through
a resolution passed at an Action Without Meeting of the unanimous Board of Directors, until such time as a listed secondary and/or
listed public market develops for the shares. Shares of Series C Preferred Stock may not be converted into shares of Common Stock
for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to
Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports
During 2014, the Company agreed
to issue 20 shares of Class “C” Preferred shares of stock pursuant to agreements
Series D Preferred Stock
As of March 31, 2014 and December
31, 2013, the Company has designated 1,000,000 shares of preferred stock as Series D preferred stock, with a par value of $.001
per share, of which no shares of preferred stock are issued and outstanding. Shares of Series D Preferred Stock are
anti-dilutive to reverse splits. The conversion rate of shares of Series B Preferred Stock, however, would increase proportionately
in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of the Series
D Preferred Stock shall have voting rights equal to five (5) votes of Common Stock. With respect to all matters upon which stockholders
are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series D Preferred
Stock shall vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate
class voting is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws. The initial
price of each share of Series D Preferred Stock shall be $2.50.
Series E Preferred Stock
As of March 31, 2014 and December
31, 2013, the Company has designated 2,000,000 shares of preferred stock as Series E preferred stock, with a par value of $.001
per share, of which no shares of preferred stock are issued and outstanding. Shares of Series E Preferred Stock are
anti-dilutive to reverse splits. The conversion rate of shares of Series E Preferred Stock, however, would increase proportionately
in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of the Series
E Preferred Stock shall have voting rights equal to five (5) votes of Common Stock. With respect to all matters upon which stockholders
are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series E Preferred
Stock shall vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate
class voting is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws. The initial
price of each share of Series E Preferred Stock shall be $2.50.
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
Series F Preferred Stock
As of March 31, 2014 and December
31, 2013, the Company has designated 1,000,000 shares of preferred stock as Series F preferred stock, with a par value of $.001
per share, of which no shares of preferred stock are issued and outstanding. Shares of Series F Preferred Stock are
anti-dilutive to reverse splits. The conversion rate of shares of Series F Preferred Stock, however, would increase proportionately
in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of the Series
F Preferred Stock shall have voting rights equal to five (5) votes of Common Stock. With respect to all matters upon which stockholders
are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series F Preferred
Stock shall vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate
class voting is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws. The initial
price of each share of Series F Preferred Stock shall be $2.50.
Series G Preferred Stock
As of March 31, 2014 and December
31, 2013, the Company has designated 2,000,000 shares of preferred stock as Series G preferred stock, with a par value of $.001
per share, of which no shares of preferred stock are issued and outstanding. Shares of Series G Preferred Stock are
anti-dilutive to reverse splits. The conversion rate of shares of Series G Preferred Stock, however, would increase proportionately
in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each one share of the Series
G Preferred Stock shall have voting rights equal to five (5) votes of Common Stock. With respect to all matters upon which stockholders
are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series G Preferred
Stock shall vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate
class voting is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws. The initial
price of each share of Series G Preferred Stock shall be $2.50.
Common Stock
2014
In October 2013, the Board of
Directors approved increasing the number of authorized share of common stock from 250,000,000 to 3,000,000,000 and authorize 2
classes of Preferred Stock.
On March 28, 2012, a motion to
amend the Corporation’s Articles of Incorporation with the State of Colorado to increase the authorized shares of common
stock from 60,000,000 to 250,000,000 was brought before the Board and adopted. The board passed the resolution on June 4, 2012
and called a special meeting to be held on July 18, 2012, the agenda of which was to invite all shareholders of record to vote
on the proposed amendment. On July 18, 2012 the amendment was passed.
During the period ended
December 31, 2014, the Company issued 447,383,636 shares of its common stock for $4,110 in cash and conversion of debt of
$33,600.
CARDIFF INTERNATIONAL,
INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended
March 31, 2014 and 2013
9. |
|
STOCK OPTIONS AND WARRANTS |
Employee Stock
Options
The following table summarizes the changes
in the options outstanding at March 31, 2014, and the related prices for the shares of the Company’s common stock issued
to employees of the Company under a non-qualified employee stock option plan.
Range of Exercise Prices | | |
Number Outstanding | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life | | |
Number Exercisable | | |
Weighted Average Exercise Price | |
| | |
| | |
| | |
| | |
| | |
| |
$ | 0.10 | | |
| 2,500,000 | | |
$ | 0.10 | | |
| 8.74 | | |
| 2,500,000 | | |
$ | 0.10 | |
| | | |
| 2,500,000 | | |
| | | |
| 9.02 | | |
| 2,500,000 | | |
| | |
A summary of the Company’s stock awards for options as
of December 31, 2013 and changes for the year ended December 31, 2013 is presented below:
| |
Stock Options | | |
Weighted Average Exercise Price | |
Outstanding, December 31, 2013 | |
| 2,500,000 | | |
$ | 0.09 | |
Granted | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | |
Expired/Cancelled | |
| – | | |
| – | |
Outstanding, March 31, 2014 | |
| 2,500,000 | | |
$ | 0.08 | |
Exercisable, March 31, 2014 | |
| 2,500,000 | | |
$ | 0.08 | |
The expected life of awards granted represents the period of
time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining
an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider
the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option
award.
We estimate the volatility of our common stock based on the
calculated historical volatility of similar entities in industry, in size and in financial leverage whose share prices are publicly
available. We base the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently
available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. We have
not paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Consequently,
we use an expected dividend yield of zero in the Black-Scholes-Merton option valuation model.
There were no options exercised during the period ended
March 31, 2014 or 2013.
Total stock-based compensation expense
in connection with options granted to employees recognized in the consolidated statement of operations for the period ended March
31, 2014 and 2013 was $0 and $0, respectively, net of tax effect. Total stock-based compensation expense in connection with options
granted to non-employees recognized in the consolidated statement of operations for the period ended March 31, 2014 and 2013 was
$0 and $0, respectively, net of tax effect. Additionally, none of the options outstanding and unvested as of March 31, 2014 had
any intrinsic value.
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
Warrants
The following table summarizes
the changes in the warrants outstanding at March 31, 2014, and the related prices for the shares of the Company’s common
stock issued to non-employees of the Company. These warrants were issued in lieu of cash compensation for services
performed or financing expenses and in connection with the private placements.
| Range of Exercise Prices | | |
Number Outstanding | | |
| Weighted Average Exercise Price | | |
| Weighted Average Remaining Contractual
Life | | |
Number Exercisable | | |
Weighted Average Exercise Price | |
$ | 0.01 - $0.15 | | |
| 9,510,501 | | |
$ | 0.10 | | |
| 2.01 | | |
| 9,510,501 | | |
$ | 0.10 | |
$ | 0.20 | | |
| 5,050,000 | | |
$ | 0.20 | | |
| 1.18 | | |
| 5,050,000 | | |
$ | 0.20 | |
| | | |
| 14,560,501 | | |
| | | |
| 1.15 | | |
| 14,560,501 | | |
| | |
A summary of the Company’s stock awards for warrants as
of March 31, 2014 and changes for the period ended March 31, 2014 is presented below:
| |
Warrants | | |
Weighted Average Exercise Price | |
Outstanding, December 31, 2013 | |
| 16,848,613 | | |
| 0.06 | |
Granted | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | |
Expired/Cancelled | |
| (2,288,112 | ) | |
| 0.01 | |
Outstanding, March 31, 2014 | |
| 14,560,501 | | |
| 0.06 | |
Exercisable, March 31, 2014 | |
| 14,560,501 | | |
| 0.06 | |
CARDIFF INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
Three months ended March 31, 2014 and 2013
Preferred stock
issuance
On June 30, 2014, the Company has approved, to Amend the Designations,
Rights & Privileges of Series C and authorize 4 additional classes of Preferred Stock having 5,000,000 class H authorized with
a par value of .001; 20,000,000 class I authorized with a par value of .001; 10,000,000 class J authorized with a par value of
.001; 10,000,000 class K authorized with a par value of .001. This action became effective upon the filing of an amendment to our
Articles of Incorporation with the Secretary of State of Colorado.
Acquisitions
We Three, LLC
The Company completed the acquisition of We Three, LLC (d/b/a
Affordable Housing Initiative)(“AHI”) The acquisition became effective, May 15, 2014. The Company issued approximately
400,000 shares of Preferred Class “F” Shares as consideration for the Acquisition. Based on the price of $2.50 per
Preferred “F” Class of stock the acquisition consideration represents a $1,000,000 evaluation.
The Preferred “F” share of stock was adjusted as
a result of the authorization and declaration of a special distribution with a conversion rate of 1 to 5 Common Stock ("Special
Conversion"). The Special Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by CDIF pursuant
to the terms of the Acquisition.
Romeo's NY Pizza
On June 30, 2014, the Company completed the acquisition of Romeo’s
NY Pizza. The Company issued approximately 400,000 shares of Preferred Class “D” Shares as consideration for the Acquisition.
Based on the price of $2.50 per Preferred “D” Class of stock the acquisition consideration represents a $1,000,000
evaluation.
The Preferred “D” share of stock was adjusted as
a result of the authorization and declaration of a special distribution with a conversion rate of 1 to 5 Common Stock ("Special
Conversion"). The Special Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by CDIF pursuant
to the terms of the Acquisition.
Edge
View Properties –
On
July 11, 2014, the Company completed the acquisition of Edge View Properties. The Company issued 300,000 shares of Preferred Class
“E” Shares as consideration for the Acquisition. Based upon the price of $2.50 per Preferred “E” Class
of Stock. The Acquisition consideration represents a $750,000 evaluation.
The Preferred “E” share of stock was adjusted as
a result of the authorization and declaration of a special distribution with a conversion rate of 1 to 5 Common Stock ("Special
Conversion"). The Special Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by CDIF pursuant
to the terms of the Acquisition.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial
condition and results of operations should be read in conjunction with our financial statements including the related notes, and
the other financial information included in this report. For ease of reference, “we,” “us” or “our”
refer to Cardiff International, Inc., and Legacy Card Company, Inc. unless otherwise stated.
Cautionary Statement Concerning Forward-Looking Information
This report contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition,
results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management, markets for stock of Cardiff International, Inc. and other matters. Statements
in this report that are not historical facts are hereby identified as “forward-looking statements” for the purpose
of the safe harbor provided by Section 21E of the Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such forward-looking
statements, including, without limitation, those relating to the future business prospects, revenue and income of Cardiff International,
Inc., wherever they occur, are necessarily estimates reflecting the best judgment of the senior management of Cardiff International,
Inc. on the date on which they were made, or if no date is stated, as of the date of this report. These forward-looking statements
are subject to risks, uncertainties and assumptions, including those described in the “Risk Factors” in Item 1A of
Part I of our most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”), that
may affect the operations, performance, development and results of our business. Because the factors discussed in this report could
cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our
behalf, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and it
is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. The Company assumes no obligation and does not intend to update these forward looking statements,
except as required by law.
Operating History. Potential
investors should be aware that there is only a limited basis upon which to evaluate our prospects for achieving our intended business
objectives. We have limited resources and have had no revenues since our formation.
Possibility of Total Loss of Investment.
An investment in Cardiff is a high risk investment, and should not be made unless the investor has no need for current income from
the invested funds and unless the investor can afford a total loss of his or her investment.
Additional Financing Requirements.
We will likely be required to seek additional financing in order to fund our operations and carry out our business plan. In order
to fund our operations and effect additional acquisitions, we will be required to obtain additional capital. There can be no assurance
that such financing will be available on acceptable terms, or at all. We do not have any arrangements with any bank or financial
institution to secure additional financing and there can be no assurance that any such arrangement, if required or otherwise sought,
would be available on terms deemed to be commercially acceptable and in our best interest.
No Public Market for Securities.
There is no active public market for our common stock and we can give no assurance that an active market will develop, or if developed,
that it will be sustained.
Auditor’s Opinion has a Going
Concern Qualification. Our auditor’s report dated August 19, 2014, for the year ended December 31, 2013 includes
a going concern qualification which states that our significant recurring operating losses and negative working capital raise substantial
doubt about our ability to continue as a going concern.
We do not anticipate paying any dividends
and any gains from your investment in our stock will have to come from increases in the price of such stock. We currently
intend to retain any future earnings for use in our business and do not anticipate paying any cash dividends in the foreseeable
future.
We Operate in a Limited Market. The
Educational Rewards program is one of three national programs available to families. We cannot guarantee that
we will compete successfully against our potential competitors, especially those with significantly greater financial resources
or brand name recognition.
Overview
Currently Cardiff International, Inc.,
is a tech company who developed proprietary software to track and manage consumer purchases from unlimited
businesses: service companies, retailers, merchants, health industry, insurance industry, and most consumer orientated businesses.
Our software infrastructure tracks all commissions, rebates, discounts providing the public the ability to track all savings regardless
of what program they participate in as long as the program utilizes the Cardiff technology.
Cardiff’s first national program
launched in the third quarter of 2011 is “Mission Tuition”, a rewards program that helps solve a real need
for families – saving for education. The Mission Tuition program is easy to understand and use, and is emotionally
positioned to appeal to all consumers. The Mission Tuition Rewards program will become the rewards program of preference
for every day spending for families with young children.
The program leverages the two biggest economic
forces in society – consumer spending and consumer savings –to create the most unique value-added rewards program in
decades.
The potential success of the Mission Tuition
program involves the participation of three groups: (i) Cardiff as the marketer, (ii) The merchant coalition, (iii) the member.
As a result of our merchant coalition and cash rebate program we expect that the member will become loyal customers of the coalition
merchants and participating banks.
Participating merchants provide Cardiff
a commission to drive customers to their site or location and Cardiff shares this commission with the merchant. Cardiff
will provide a cash rebate on all purchases between made which goes directly into their personal educational savings account. The
cash back contribution can be supplemented by additional cash rebates by using the Mission Tuition MasterCard Member.
It has been determined by management to
restructure Cardiff International, Inc. into a Holding company by purchasing new companies who meet the following criteria: (1)
in business for a minimum of 3 years; (2) profitable; (3) good management team; (4) little to no debt; (5) assets of a minimum
of $1,000,000. In addition, we will continue to move forward with Mission Tuition.
Critical Accounting Estimates
The discussion and analysis of our financial
condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States (“GAAP”). GAAP requires management to make estimates, judgments
and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent
assets and liabilities. We base our estimates on experience and on various other assumptions that we believe to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that may not be readily apparent from other sources. On an on-going basis, we evaluate the appropriateness of our estimates and
we maintain a thorough process to review the application of our accounting policies. Our actual results may differ from these estimates.
We consider our critical accounting estimates
to be those that (1) involve significant judgments and uncertainties, (2) require estimates that are more difficult for
management to determine, and (3) may produce materially different results when using different assumptions. We have discussed
these critical accounting estimates, the basis for their underlying assumptions and estimates and the nature of our related disclosures
herein with the audit committee of our Board of Directors. We believe our accounting policies specific to share-based compensation
expense and estimation of the fair value of derivative liability involve our most significant judgments and estimates that are
material to our consolidated financial statements. They are discussed further below.
Derivative Liability
The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial
instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then
re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative
financial instruments, the Company uses the probability weighted average Black-Scholes-Merton models to value the derivative instruments
at inception and on subsequent valuation dates through the March 31, 2014 reporting date. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash
settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Share-based compensation expense
We account for the issuance of stock, stock
options and warrants for services from employees and non-employees based on an estimate of the fair value of options and warrants
issued using the Black-Scholes pricing model. This model’s calculations include the exercise price, the market price of shares
on grant date, weighted average assumptions for risk-free interest rates, expected life of the option or warrant, expected volatility
of our stock and expected dividend yield.
The amounts recorded in the financial statements
for share-based expense could vary significantly if we were to use different assumptions. For example, the assumptions we have
made for the expected volatility of our stock price have been based on the historical volatility of our stock, measured over a
period generally commensurate with the expected term. If we were to use a different volatility than the actual volatility of our
stock price, there may be a significant variance in the amounts of share-based compensation expense from the amounts reported.
Recent Accounting Pronouncements
ASU 2014-10, Development Stage Entities
On June 10, 2014, the Financial Accounting
Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst
other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing
the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments
eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income,
cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose
a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the
entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are
effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December
15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements
have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial
statements as those of a development stage entity and have not presented inception-to-date information on the respective financial
statements.
Results of Operations
For the Three Months Ended March 31, 2014 and 2013
We had revenues in the amount of $0 for
the three months ended March 31, 2014 and 2013, respectively.
We had operating expenses of $140,804,
and $166,748, for the three months ended March 31, 2014 and 2013, respectively, representing a decrease of $25,944. The decrease
is principally a result of a reduction in salary expense offset by an increase in professional fees.
We had a net loss of $107,786 for the three
months ended March 31, 2014 compared to a net loss of $406,085 three months ended March 31, 2013, representing a decrease of $298,299.
The decrease was primarily due to a decrease in interest expense and debt amortization compared to the three months ending March
31, 2014 as the company converted debt to equity in the 2013.
Inflation
We do not believe that inflation will negatively impact our
business plans.
Liquidity and Capital Resources
Since inception, the principal sources
of cash have been funds raised from the sale of common stock, advances from shareholders, and loans in the form of debentures and
convertible notes. At March 31, 2014, we had $46,330 in cash and cash equivalents and total assets amounted to $91,930. At December
31, 2013 we had $6,935 of cash and cash equivalents, and total assets amounted to $4,676, which include fixed assets and other
assets.
Net cash used in operating activities was
$75,456 and $65,543 for the three months ended March 31, 2014 and 2013, respectively. The decrease in the amount of net cash used
in operating activities during the three months ended March 31, 2014 compared to the same period last year was attributable to
the loss resulting from the change in value of derivative liability of $48,613 offset by increases in accounts payable.
Net cash used in by investing activities
was $45,000 and $0 for the three months ended March 31, 2014 and 2013, respectively. The cash flows used in investing activities
during the three months ended March 31, 2014 was attributable to advances of $45,000 to a We Three, LLC. which the company
acquired on May 15, 2014.
Net cash provided by financing activities
was $162,110 and $72,750 for the three months ended March 31, 2014 and 2013, respectively. The cash flows from financing activities
during the three months ended March 31, 2014 was attributable to proceeds from the sale of common stock and preferred stock
of $152,110 and advances of $10,000 from a related party.
There can be no assurance that we will
be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms
acceptable to us. Should we be unable to raise sufficient funds, we may be required to curtail our operating plans and possibly
relinquish rights to portions of our technology or products. In addition, increases in expenses or delays in product development
may adversely impact our cash position and may require cost reductions. No assurance can be given that we will be able to operate
profitably on a consistent basis, or at all, in the future.
In order to continue our operations, development
of our products, and implementation of our business plan, we need additional financing. We are currently attempting to obtain additional
working capital in a term loan transaction.
Plan of Operation
Our current business plan is described in “Item 1 - Description
of Business” of Form 10-K for the year ended December 31, 2013.
Off Balance Sheet Arrangements
As of March 31, 2014, we had no off balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE
CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as
amended (the Exchange Act), is recorded, processed,+ summarized, and reported within the required time periods, and that such information
is accumulated and communicated to our management, including our Chairman, Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow for timely decisions regarding disclosure. Under the supervision and with the participation of our management,
including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls
and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation,
the Chief Executive Officer has concluded that these disclosure controls and procedures are ineffective. There have been no changes
to our disclosure controls and procedures during the three months ended March 31, 2014.
There has been no change in our internal
control over financial reporting during the quarter ended March 31, 2014 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting. Since the most recent evaluation date, there have been no
significant changes in our internal control structure, policies, and procedures or in other areas that could significantly affect
our internal control over financial reporting.
(b) Changes
in Internal Controls
There were no significant changes in the
Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls
subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.
PART II - OTHER INFORMATION
Item 1. |
Legal Proceedings |
There have been no events under any bankruptcy
act, any criminal proceedings and any judgments or injunctions material to the evaluation of the ability and integrity of any director
or executive officer during the last five years.
There have been no material changes in our risk factors from
those disclosed in the Form 10-K.
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
None.
Item 3. |
Defaults Upon Senior Securities |
None.
Item 4. |
Submission of Matters to Vote of Security Holders |
None.
Item 5. |
Other Information |
None
31.1 Certification by the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 Temporary Hardship Exemption
101.INS XBRL Instances Document*
101.SCH XBRL Taxonomy Extension Schema Document*
101.CAL XBRL Taxonomy Extension Calculation Linkbase
Document*
101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB XBRL Taxonomy Extension Label Linkbase Document*
101.PRE XBRL Taxonomy Extension Presentation Linkbase
Document*
______________
* |
To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T. |
SIGNATURE
In accordance with the requirements of
the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 19, 2014 |
CARDIFF INTERNATIONAL, INC. |
|
|
|
By: /s/ Daniel Thompson |
|
Chief Executive Officer |
|
|
Exhibit 31.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT
TO
SECTION 302
OF THE SARBANES-OXLEY ACT 2002
I, Daniel Thompson, certify that:
1. I have reviewed
the Quarterly Report on Form 10-Q of Cardiff International, Inc;
2. Based on my
knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my
knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting as defined in
Exchange Act Rules 13a-15d-15(f)
for the registrant and we have:
a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the
effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in
this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant
deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
Dated: August 19, 2014 |
By: /s/ Daniel Thompson |
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT
TO
SECTION 302
OF THE SARBANES-OXLEY ACT 2002
I, Kathy Robertson, certify that:
1. I have reviewed
the Quarterly Report on Form 10-Q of Cardiff International, Inc;
2. Based on my
knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my
knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting as defined in
Exchange Act Rules 13a-15d-15(f)
for the registrant and we have:
a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the
effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in
this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant
deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
Dated: August 19, 2014 |
By: /s/ Kathy Robertson |
|
President |
Exhibit 32.1
CERTIFICATION
PURSUANT
TO
18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Cardiff International, Inc.(the
“Company”) on Form 10-Q for the quarter ended March 31, 2014 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel
Thompson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated:
August 19, 2014 |
By:
/s/ Daniel Thompson |
|
Chief
Executive Officer |
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Cardiff International, Inc.(the
“Company”) on Form 10-Q for the quarter ended March 31, 2014 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel
Thompson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: August 19, 2014 |
By:
/s/ Kathy Robertson |
|
President |
Exhibit 99.1
Temporary Hardship Exemption
In accordance with the temporary hardship
exemption provided by Rule 201 of Regulation S-T, the date by which the interactive data file is required to be submitted has
been extended by six business days.
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