0001019687-14-004622.txt : 20141208 0001019687-14-004622.hdr.sgml : 20141208 20141208091935 ACCESSION NUMBER: 0001019687-14-004622 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141201 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20141208 DATE AS OF CHANGE: 20141208 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: 141271143 BUSINESS ADDRESS: STREET 1: 411 N NEW RIVER DRIVE E, SUITE 2202 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 818-783-2100 MAIL ADDRESS: STREET 1: 411 N NEW RIVER DRIVE E, SUITE 2202 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 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.htm CURRENT REPORT ON FORM 8-K

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): December 1, 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:

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

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

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

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 Pitbull Containers, Inc. The acquisition became effective (the "Effective Time") at 1pm, December 1^st, 2014.

CDIF issued 200,000 shares of CDIF Preferred Class “G” Shares as consideration for the Acquisition, derived by an independent appraisal of Company. Cardiff agreed to re-valuate Pitbull Containers, Inc. 12 months after the acquisition date to adjust the purchase price of company. Should the Company’s re-valuation price be above and beyond the original acquisition price Cardiff agrees to issue additional Preferred Shares to cover any difference.

Based on the price of $2.50 per Preferred “G” Class of stock the acquisition represents a $500,000 evaluation. In addition to CDIF will issue 1 Preferred “C” Share.

The Preferred “G” share of stock was adjusted as a result of the authorization and declaration of a special distribution with a conversion rate of 1 Preferred to 3 Common Stock. The Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by CDIF pursuant to the terms of the Acquisition. Each new acquisition is also granted 1 “C” Preferred Share with the conversion rate of 1 Preferred to 100,000 Common Shares. The “C” Share can only be converted if the Company files an S1 Registration Statement.

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 Chairman

Date: December 2, 2014