CARDIFF INTERNATIONAL, INC. (OTCMKTS:CDIF) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


CARDIFF INTERNATIONAL, INC. (OTCMKTS:CDIF) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws

On December 27, 2017 the Board of Directors has deemed it advisable to change the name of the corporation to Cardiff Lexington Corporation which received majority approval. We have been approved by the State of Florida and awaiting final approval from FINRA. We anticipate approval early February 2018. The change in name is to help create interest, awareness, and reflect the current direction of the Company.

Item 1.01Entry into Material Definitive Agreement

Securities Purchase Agreement, Convertible Note and Warrants

On January 25, 2018, the Company entered into a separate securities purchase agreement with EMA Financial, LLC, to which the Company sold to the Investor a Convertible Promissory Note (“Note”) consisting of a Financial Note in the amount of $83,800.

The Note will accrue interest at a rate of 12% per annum. In addition, the Note will be convertible at a price equal to the lower of (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 60% of the lowest trading price during the 20 trading days including and immediately prior to a conversion date. EMA shall not be able to convert the promissory notes in an amount that would result in the beneficial ownership of greater than 4.9% of the outstanding shares of the Company, with the exception that the limitation may be waived by EMA with 61 days prior notice. There is a 30% prepayment penalty for days 1-90; and 40% prepayment penalty for days 91-180 associated with each of the promissory notes.


Cardiff International, Inc. is a holding company with holdings of various companies. The Company is focused on the acquisition of undervalued companies with high growth potential, income-producing commercial real estate properties, and high return investments. Its segments include Mobile home lease (We Three), and Company-owned Pizza Restaurants (Romeo’s NY Pizza). The mobile home lease segment establishes mobile home business as an option for a homeowner wishing to avoid down payments, maintenance costs, monthly mortgage payments and high property taxes. The Company-owned Pizza Restaurant segment includes sales and operating results for all Company-owned restaurants. The Company, through Mission Tuition, offers a merchant shopping network in America consisting of merchants offering in-store savings and coupon savings with local, regional and national merchants throughout America. With each purchase, members earn rebates, which go directly into their educational savings account.