CARDIFF INTERNATIONAL, INC. (OTCMKTS:CDIF) Files An 8-K Changes in Registrant’s Certifying AccountantItem 4.01Changes in Registrant’s Certifying Accountant
Dismissal of previous independent registered public accounting firm: On July 20, 2017 the Registrant dismissed D. Brooks & Associates CPA’s, P.A. as its independent registered public accounting firm. D. Brooks & Associates CPA’s, P.A. has not issued an opinion with respect to any financial statements of the Registrant.
The registrant had requested that D. Brooks & Associates CPA’s, P.A. furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statement. The letter is attached as an exhibit to this Form 8-K.
Engagement of new independent registered public accounting firm:
On July 20, 2017 the Registrant engaged Malone Bailey, LLP. as its independent registered public accounting firm. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Malone Bailey, LLP regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B. The decision to change independent registered accountants was approved by the Company’s Board of Directors, as the Company has no audit committee.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
On July 24, 2017 the Board of Directors (the “Board”) of Cardiff International, Inc. (the “Company”) concluded that the unaudited financial statements for the 1st Quarter 2017 (the “Relevant Period”), as previously filed as part of the Company’s previously issued unaudited consolidated financial statement as of and for the quarter ended March 31, 2017 should no longer be relied upon. The Company will restate its unaudited consolidated financial statements for the Restated Period to reflect adjustments in the fair market value.
The Company has concluded to restate its financial statements for the Relevant Period to correct the above identified accounting and disclosure errors. The Company and its advisors are working expeditiously to complete this review and the Company intends to bring current its financial reporting obligations as soon as practicable.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on March 10, 2017 Cardiff International, Inc. a company incorporated in the State of Florida ("Cardiff"), entered into an Acquisition Agreement (the “Agreement”) to purchase Consulting Services Support Corporation, Inc. (“CSSC”), a company incorporated in the State of Illinois in a Tax-Free Exchange under section 368 (a)(1)(B) of the United States Internal Revenue Code of 1986. CSSC failed to comply with the terms of the Agreement and as a result Cardiff has terminated the Agreement effective immediately.
The Company placed in reserve 10,000,000 shares of Convertible Preferred “J” stock of which 6,056,227 shares were to be issued to the Agreement. The Preferred “J” shares have a 1 to 1.25 conversion rate (the “Conversion”) governed by a Lock-Up/Leak-Out Agreement in exchange for 50% of shares of CSSC represented by all assets valued at $1,544,338.
The Company believes the termination and revocation of this Acquisition is in the best interest of our Shareholders. The Asset Acquisition Agreement is attached as Exhibit 1A to the Current Report on Form 8-K filed by Cardiff this 24th day of July, 2017 and which is incorporated herein by reference.
The decision to revoke the CSSC Acquisition Agreement was approved by the Company’s Board of Directors.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Increase in the Authorized shares of Common Stock: On July 11, 2017 the Board of Directors of Cardiff International, Inc., a Florida corporation (the “Corporation”) authorized to Five Hundred Million (500,000,000) shares of Common Stock, par value of $0.001. This increase was authorized for a) upcoming acquisitions; b) increased growth; c) to maintain control (the “Control Block”); d) compensate employees. In the event shares are issued, they will be issued as “restricted shares”.
Item 9.01 Financial Statements and Exhibits
EX-16.1Letter from Accountant
CARDIFF INTERNATIONAL INC ExhibitEX-16.1 2 cardiff_ex1601.htm LETTER FROM CPA Exhibit 16.1 July 20,…To view the full exhibit click
About CARDIFF INTERNATIONAL, INC. (OTCMKTS:CDIF)
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.