SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* STEVEN POSNER IRREVOCABLE TRUST (Last) (First) (Middle) 10800 BISCAYNE BOULEVARD, SUITE 350 (Street) MIAMI FL 33161 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CARDIFF INTERNATIONAL INC [ CDIF.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/07/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/07/2011		J		2,000,000	A	$0(1)	4,500,000	D(2)
Common Stock	11/17/2011		J		2,500,000	A	$0(3)	7,000,000	D(2)
Common Stock								1,200,000	D(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* STEVEN POSNER IRREVOCABLE TRUST (Last) (First) (Middle) 10800 BISCAYNE BOULEVARD, SUITE 350 (Street) MIAMI FL 33161 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Posner Sean (Last) (First) (Middle) 10800 BISCAYNE BOULEVARD, SUITE 350 (Street) MIAMI FL 33161 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* POSNER JARRETT B (Last) (First) (Middle) 10800 BISCAYNE BOULEVARD, SUITE 350 (Street) MIAMI FL 33161 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Estate of Steven N. Posner (Last) (First) (Middle) 10800 BISCAYNE BOULEVARD, SUITE 350 (Street) MIAMI FL 33161 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On September 7, 2011, The Steven Posner Irrevocable Trust u/t/a Dated 06/17/65 (the "Trust") loaned Cardiff International, Inc. (the "Company") $50,000 dollars and received 2,000,000 shares of common stock as additional consideration.

2. The securities are owned solely by The Steven Posner Irrevocable Trust u/t/a/ Dated 06/17/65 (the "Trust"), which is a member of a "group" with (a) The Estate of Steven Posner (the "Estate"), (b) Jarrett Posner and (c) Sean Posner (both Jarrett Posner and Sean Posner are co-personal representatives of the Estate and co-trustees of the Trust) for purposes of Section 13(d) of the Exchange Act.

3. On November 17, 2011, the Trust loaned the Company $50,000 dollars and received 2,500,000 shares of common stock as additional consideration.

4. The securities are owned solely by the Estate.

	/s/ Jarrett Posner, as co-trustee	05/04/2012
	/s/ Sean Posner, as co-personal representative	05/04/2012
	/s/ Jarrett Posner, individually	05/04/2012
	/s/ Sean Posner, individually	05/04/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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