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): August 21, 2017
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.) |
401 E. Las Olas Blvd. Suite 1400
Ft. Lauderdale, FL 33301
(Address of principal executive offices, including zip code)
(844) 628-2100
(Registrant's telephone number, including area code)
_________________________________________________________
(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)). |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, “Registrant,” “Company,” “our company,” “us,” and “our” refer to Cardiff International, Inc., unless the context requires otherwise.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
The Company’s previously issued financial statement contained in the Company’s report on Form 10-Q for the quarterly period ended June 30, 2017 (“Quarterly Report”) were not reviewed by the Company’s registered public accounting firm in accordance with the rules and regulations of the Securities and Exchange Commission and thus are deemed substantially deficient and not timely filed. In addition, the Company’s Quarterly Report must be amended to (i) identify the report as deficient; (ii) to label the columns of the financial statements in the Quarterly Report as “not reviewed” and (iii) describe how the Company will remedy the deficiency.
As a result, the Company has determined that the financial statements contained in the Quarterly Report should not be relied upon. The Company will amend the Quarterly Report to include the foregoing disclosures.
The Company estimates filing an amended 2nd Quarter 2017 (the “Relevant Period”), on or before August 25, 2017.
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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: August 22, 2017
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