CARDIFF INTERNATIONAL, INC. (OTCMKTS:CDIF) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into Material Definitive Agreement

Securities Purchase Agreement, Convertible Note and
Warrants

On April 21, 2017, (the Initial Closing Date), Cardiff
International, Inc., a Florida corporation (the Company),
entered into a securities purchase agreement dated as of the
Initial Closing Date (the Purchase Agreement) with an
institutional investor (the Investor).The Purchase
Agreement provides that, upon the terms and subject to the
conditions set forth therein, the Investor shall purchase from
the Company on the Initial Closing Date (i) a convertible note
with an initial principal amount of $330,000 (the Initial
Convertible Note) for an aggregate purchase price of
$300,000, (ii) Series A warrants to purchase up to 2,357,143
shares of the Companys common stock, par value $0.001 per share
(the Common Stock) at an exercise price of 100% of the
closing price of the Common Stock on the Initial Closing Date
(Series A Warrants), (iii) Series B warrants to purchase
up to 1,885,715 shares of Common Stock at an exercise price of
125% of the closing price of the Common Stock on the Initial
Closing Date (Series B Warrants), and (iv) Series C
warrants to purchase up to 1,571,429 shares of Common Stock at an
exercise price of 150% of the closing price of the Common Stock
on the Initial Closing Date (Series C Warrants, and
together with the Series A Warrants and the Series B Warrants,
the Initial Warrants). to the Purchase Agreement, on the
Initial Closing Date, the Company issued the Initial Convertible
Note and the Initial Warrants to the Investor.

In addition, the Investor shall have the obligation to purchase
an additional convertible note (the Subsequent Convertible
Note) and warrants (the Subsequent Warrants) on
substantially similar terms to the Initial Convertible Note and
the Initial Warrants no earlier than 180 days following the
Initial Closing Date, and no later than 210 days following the
Initial Closing Date (such date, the Subsequent Closing
Date), provided the Closing Conditions, as defined in the
Purchase Agreement, have been satisfied. The terms of the
Subsequent Convertible Note and the Subsequent Warrants are
identical to the terms of the Initial Convertible Note and
Initial Warrants, provided that the date of maturity of the
Subsequent Convertible Note and the exercise price of the
Subsequent Warrants shall be based upon the closing price of the
Common Stock on the Subsequent Closing Date.

The Initial Convertible Note matures one year from the Initial
Closing Date and accrues interest at the rate of 5% per annum,
one year of which shall be guaranteed. The Initial Convertible
Note is convertible at any time, in whole or in part, at the
Investors option into shares of Common Stock at a variable
conversion price in effect on any conversion date, which shall be
equal to the lower of: (i) a 40% discount from the lowest trading
price in the ten (10) trading days prior to conversion, and (ii)
$0.30, subject to adjustment herein (the Conversion
Price). All such determinations are to be appropriately
adjusted for any stock dividend, stock split, stock combination,
reclassification or similar transaction that proportionately
decreases or increases the Common Stock during such measuring
period. At no time will the Investor be entitled to convert any
portion of the Initial Convertible Note to the extent that after
such conversion, the Investor (together with its affiliates)
would beneficially own more than 4.99% of the outstanding shares
of Common Stock as of such date. The Initial Convertible Note
includes full ratchet and standard anti-dilution protection.

The Initial Convertible Note includes customary event of default
provisions, and provides for a default interest rate of 18%. Upon
the occurrence of an event of default, the Investor may require
the outstanding principal amount of the Initial Convertible Note,
plus accrued but unpaid interest, liquidated damages and other
amounts owing in respect thereof through the date of
acceleration, shall become, at the Investors election,
immediately due and payable in cash at the Mandatory Default
Amount, which is defined in the Initial Convertible Note.

The Company has the right at any time to redeem any amount of the
total outstanding amount then remaining under the Initial
Convertible Note in cash at a price equal to 120% of the total
amount of the Initial Convertible Note then outstanding.

The Initial Warrants have a term of five years, include full
ratchet and standard anti-dilution protection, and may only be
exercised in cash.

The Purchase Agreement contains customary representations,
warranties and covenants by, among and for the benefit of the
parties. The Company also agreed to pay reasonable attorneys fees
and expenses incurred by the Investor in connection with the
transaction. The Purchase Agreement also provides for
indemnification of the Investor and its affiliates in the event
that the Investor incurs losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses related to a
breach by the Company of any of its representations, warranties
or covenants under the Purchase Agreement.

The issuance of the Initial Convertible Note and Initial Warrants
to the Investor under the Purchase Agreement was exempt from the
registration requirements of the Securities Act of 1933, as
amended (the Securities Act), to the exemption for
transactions by an issuer not involving any public offering under
Section 4(a)(2) of the Securities Act and Rule 506 of Regulation
D promulgated under the Securities Act (Regulation D).The
Company made this determination based on the representations of
the Investor that the Investor is an accredited investor within
the meaning of Rule 501 of Regulation D and has access to
information about the Company and its investment.

This Current Report on Form 8-K (this Report) is neither
an offer to sell nor the solicitation of an offer to buy any
securities.The securities have not been registered under the
Securities Act and may not be offered or sold in the United
States of America absent registration or an exemption from
registration under the Securities Act.

Item9.01 Financial Statements and Exhibits

(d)Exhibits

The following exhibits are furnished as part of this report:

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.

CARDIFF INTERNATIONAL, INC. (OTCMKTS:CDIF) Recent Trading Information

CARDIFF INTERNATIONAL, INC. (OTCMKTS:CDIF) closed its last trading session 00.000 at 0.144 with 19,250 shares trading hands.