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:
| 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)). |
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 1st, 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