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): April 14, 2014
CARDIFF INTERNATIONAL, INC.
(Exact name of Registrant
as specified in its charter)
| Nevada |
000-49709 |
84-1044583 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2747 Paradise Road, Unit
1103,
Las Vegas, NV 89109
(Address of principal executive
offices, including zip code)
(818) 783-2100
(Registrant's telephone
number, including area code) 16255 Ventura Boulevard, Suite 525
Encino, CA 91436
_______________________________________
(Former name or former address, if changed
since last report)
Check the appropriate box below if the 8-K filing is
intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| o | | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| o | | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 11, 2014, the Registrant dismissed Weinberg & Company,
its independent registered public accounting firm.
The report of Weinberg & Company on the company’s consolidated
balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, shareholders’ deficiency
and cash flows for the years then ended, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles except that the Registrant's audited financial statements in its
Form 10-K for the fiscal year ended December 31, 2012 contained a going concern qualification in the registrant’s consolidated
audited financial statements.
During the year ended December 31, 2012 and up through April 14,
2014 there were no disagreements with Weinberg & Company whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Weinberg & Company would have caused it to make reference to the subject matter of the disagreement in connection with its
report on the Registrant’s financial statements.
Further, there were no reportable events, as defined in Item 304(a)(1)(v)
of the Regulation S-K, during the year ended December 31, 2012 and up through April 14, 2014.
The registrant has requested that Weinberg & Company furnish
it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.
On April 14, 2014, the registrant engaged KLJ & Associates,
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 with KLJ & Associates, LLP , regarding either (a) the application of accounting
principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, or (b) a disagreement or a reportable event as defined in Item 304(a)(1)(iv) and (v), respectively,
of Regulation S-K.
EM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
Effective October 22, 2013, our company's Articles of Incorporation
were amended to increase the number of authorized shares of Common Stock to 3,000,000,000 shares from 250,000,000,000 shares. Additionally
the Company authorized to issue four Preferred Series A, par value $0.00001 and ten million Preferred Series B, par value $0.0001,
a definitive 14C was filed on October 24, 2013.
Additionally, on December 6, 2013 our company’s Articles of
Incorporation were further amended to amend Preferred Series B, changing the par value to $0.001 and establishing 5 other Preferred
Share Classes: ten thousand Preferred C Stock, par value of .00001; 1,000,000 Series D Preferred Stock, par value $0.001, 2,000,000
Series E Preferred Stock, par value of .001; 1,000,000 Series F Preferred Stock, par value of .001 and 2,000,000 Series G Preferred
Stock, par value of .001. These amendments were effective upon filing each action with Colorado Secretary of State on October 22,
2013 and December 06, 2013 respectively.
On December 6, 2013 our company’s articles of incorporation
authorized Daniel R. Thompson voting control of the company our Chairman/CEO.
Further, on December 6, 2013 our company’s Articles of Incorporation
were also amended to award the Chairman and CEO Daniel Thompson voting control of the company by 63% of the votes. This control
is governed by the rights and privileges of Series A Preferred Stock. Finally a Lock up, Leak Out Agreement was established for
the following Classes of Preferred Stock: B, D, E, F, & G to protect all minority shareholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
3.01 Articles of Amendment
16.1 Letter from Weinberg & Company
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 / Chief Executive Officer
