0001019687-14-002649.txt : 20140703 0001019687-14-002649.hdr.sgml : 20140703 20140703171731 ACCESSION NUMBER: 0001019687-14-002649 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140702 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20140703 DATE AS OF CHANGE: 20140703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDIFF INTERNATIONAL INC CENTRAL INDEX KEY: 0000811222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841044583 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49709 FILM NUMBER: 14961517 BUSINESS ADDRESS: STREET 1: 2747 PARADISE ROAD, UNIT 1103 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 818-783-2100 MAIL ADDRESS: STREET 1: 2747 PARADISE ROAD, UNIT 1103 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: UNITED AMERICAN INC DATE OF NAME CHANGE: 19910924 FORMER COMPANY: FORMER CONFORMED NAME: CARDIFF FINANCIAL INC DATE OF NAME CHANGE: 19890510 8-K 1 cardiff_8k-070314.htm FORM 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2014

CARDIFF INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Florida	000-49709	84-1044583
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

411 N New River Drive E, Unit 2202

Ft. Lauderdale, FL 33301

(Address of principal executive offices, including zip code)

(818) 783-2100

(Registrant's telephone number, including area code) 411 N New River Drive E

Suite 2202

Ft. Lauderdale, FL 33301

(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:

p	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

p	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

p	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

p	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Completion of Acquisition or Disposition of Assets, Change in Directors

Item 2.01 Completion of Acquisition or Disposition of Assets

Cardiff International, Inc. (CDIF) completed the acquisition of Romeo’s NY Pizza. The acquisition became effective (the "Effective Time") at 2pm, June 30, 2014.

CDIF issued approximately 400,000 shares of CDIF 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cardiff International, Inc.

By:	/s/ Daniel Thompson
	Daniel Thompson
Title:	Chairman

Dated: July 3, 2014