UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

Commission File Number 000-49709

 

CARDIFF INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Florida	84-1044583
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

401 Las Olas Blvd., Unit 1400, Ft. Lauderdale, FL 33301

(Address of principal executive offices)

 

(844) 628-2100

(Registrant's telephone no., including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act: Par Value $0.001 Common Stock

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [  ]          No [x]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]          No [x]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer,’’ and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ]

Smaller reporting company [x]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]     No [x]

 

Common Stock outstanding at June 30, 2015, 9,637,838 shares of $0.001 par value Common Stock.

 

 

 

FORM 10-Q

 

CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

CARDIFF INTERNATIONAL, INC.

 

For the Quarter June 30, 2015

 

The following financial statements and schedules of the registrant are submitted herewith:

 

 

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6 – 16
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures, Evaluation of Disclosure Controls and Procedures	19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Submission of Matters to a Vote of Security Holders	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

CARDIFF INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

AS OF JUNE 30, 2015 AND DECEMBER 31, 2014

 

		June 30, 2015				December 31, 2014
ASSETS
Current assets
Cash		$	62,059			$	46,311
Accounts receivable			580				3,782
Prepaid and other			19,790				25,325
Total current assets			82,429				75,418
Property and equipment, net of accumulated depreciation of $314,708 and $279,673, respectively			538,884				534,212
Land			603,000				603,000
Deposits			6,950				9,725
Due from related party			605				28,501
		$	1,231,868			$	1,250,856
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Accounts payable		$	16,739			$	73,153
Accrued expenses			396,751				176,330
Accrued expenses - related parties			382,500				450,000
Interest payable			176,023				161,696
Accrued payroll taxes			39,452				38,400
Due to officers and shareholders			90,805				106,943
Notes payable, unrelated party			62,736				129,032
Convertible notes payable, net of debt discounts of $6,208 and $0, respectively			14,992				9,000
Convertible notes payable - related party			165,000				165,000
Derivative liabilities			21,215				–
Total current liabilities			1,366,213				1,309,554
Long-term liabilities
Notes payable, related party, net of current portion and discount of $0 and $0, respectively			100,000				100,000
Total liabilities			1,466,213				1,409,554
Shareholders’ equity (deficiency)
Preferred stock
Series A preferred			–				–
Preferred Stock Series B, D, E, F, F-1			6,014				6,348
Series C preferred			–				–
Common stock; 50,000,000 shares authorized with $0.001 par value; 8,137,838 and 4,928,682 issued and outstanding at June 30, 2015 and December 31, 2014, respectively			8,138				4,929
Additional paid-in capital			42,018,095				39,092,469
Retained deficit			(42,266,592	)			(39,262,444	)
Total shareholders' equity (deficiency)			(234,345	)			(158,698	)
Total liabilities and shareholders' equity (deficiency)		$	1,231,868			$	1,250,856

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

CARDIFF INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

		For The Three Months Ended								For The Six Months Ended
		June 30, 2015				June 30, 2014				June 30, 2015				June 30, 2014
REVENUE
Rental income		$	42,743			$	6,825			$	84,491			$	6,825
Sales of pizza			286,793				–				663,913				–
Other			–				–				10,100				–
Total revenue			329,536				6,825				758,504				6,825
COST OF SALES
Rental business			42,306				–				71,299				–
Pizza restaurants			200,888				–				473,293				–
Other			–				–				–				–
Total cost of sales			243,194				–				544,592				–
GROSS MARGIN			86,342				6,825				213,912				6,825
OPERATING EXPENSES			3,143,204				166,420				3,398,209				317,315
INCOME (LOSS) FROM OPERATIONS			(3,056,862	)			(159,595	)			(3,184,297	)			(310,490	)
OTHER INCOME (EXPENSE)
Gain on settlement of debt			187,500				–				197,500				–
Change in value of derivative liability			(9,015	)			–				(9,015	)			48,613
Interest expense			(7,295	)			(15,650	)			(14,351	)			(31,245	)
Amortization of debt discounts			(5,992	)			–				(5,992	)			–
Gain on disposal of fixed assets			12,007				–				12,007				–
Total other income (expenses)			177,205				(15,650	)			180,149				17,368
NET INCOME (LOSS) FOR THE PERIOD			(2,879,657	)			(175,245	)			(3,004,148	)			(293,122	)
INCOME (LOSS) PER COMMON SHARE -BASIC		$	(0.37	)		$	(1.74	)		$	(0.47	)		$	(3.10	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED			7,778,462				100,585				6,373,118				94,556

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

 

 

CARDIFF INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

		For The Six Months Ended
		June 30, 2015				June 30, 2014
Net (loss) from continuing operations		$	(3,004,148	)		$	(293,122	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization			33,622				–
Gain from disposal of fixed assets			(12,007	)			–
Gain from debt forgiveness			(187,500	)
Amortization of loan discount			5,992				7,650
Change in value of derivative liability			9,015				(48,613	)
Stock based compensation			2,796,000				–
(Increase) decrease in:
Accounts receivable			3,202				23,900
Deposits			2,775				–
Prepaids and other			5,535				1,659
Increase (decrease) in:
Accounts payable			(56,414	)			–
Accrued expenses			220,421				13,098
Interest payable			14,327				18,485
Accrued payroll taxes			1,052				–
Accrued officers' salaries			120,000				148,100
Net cash used in operating activities			(48,128	)			(128,843	)
INVESTING ACTIVITIES
Investment in We Three LLC, net of cash acquired			–				(73,797	)
Disposal of fixed assets			30,902				–
Purchase of fixed assets			(57,189	)			–
Net cash used in investing activities			(26,287	)			(73,797	)
FINANCING ACTIVITIES
Due from / to related party			11,759				–
Proceeds from sales of stock			132,500				5,110
Proceeds from notes payable			12,200				–
Write-off payable			–				244,000
(Repayments to) proceeds from notes payable			(66,296	)			–
Net cash provided by financing activities			90,163				249,110
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			15,748				46,470
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			46,311				4,676
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	62,059			$	51,146
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable		$	–			$	30,750

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

CARDIFF INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

 

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2014 and 2013 thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2014.

 

Organization and Nature of Operations

 

Legacy Card Company (“Legacy”) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff International, Inc. (“Cardiff”, the “Company”), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate properties, and high return investments, all designed to pay a dividend to the Company’s shareholders. The reason for this strategy was to protect the Company’s shareholders by acquiring profitable small- to minimum-sized businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors. The plan is to establish new classes of preferred stock to streamline voting rights, negate debt, and acquire new businesses. By December of 2013, the Company had negated more than 90% of all its debt; by July of 2014, the Company had completed the acquisition of three businesses: We Three, LLC; Romeo’s NY Pizza; and Edge View Properties, Inc. The Company delayed the filing of its Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2014 due to difficulty obtaining information from another acquisition, which was subsequently unwound.

 

Description of Business

 

Cardiff is a holding company that adopted a new business model known as "Collaborative Governance.” To date, the Company is not aware of any other domestic holding company using the same business philosophy or governing policies. The Company’s business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of two years; (2) profitable; (3) good management team; (4) little to no debt; and (5) assets of a minimum of $1,000,000. Cardiff continues to practice all business ethics under the Securities Exchange Act of 1934 (“1934 Act”) and acknowledges that there are more than 43 successful Business Development Companies subject to the Investment Company Act of 1940 (“1940 Act”), all of which may be considered competition to Cardiff and that are established and available to the public for investment. These companies offer experienced management, dividends and financial security.

 

To date, Cardiff consists of three subsidiaries: We Three, LLC; Romeo’s NY Pizza; and Edge View Properties, Inc.

 

 

 

 

Going Concern

 

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company is in the development stage and, as such, has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of June 30, 2015, the Company had shareholders’ deficit of $421,845. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2014 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations.

 

Recently Issued Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2016-13, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

 

2. DISCONTINUED OPERATIONS

 

In April 2015, the Company closed 2 pizza restaurants located in Alpharetta, Georgia and Lawrenceville, Georgia due to continuing losses in operations and slow traffic at these 2 locations.

 

3. PLANT AND EQUIPMENT, NET

 

Plant and equipment, net as of June 30, 2015 and December 31, 2014 was $538,884 and $534,212, respectively, consisting of the following:

 

		June 30, 2015				December 31, 2014
Furniture, fixture and equipment		$	261,881			$	268,055
Leasehold improvements			591,711				545,830
		$	853,592			$	813,885
Less: accumulated depreciation			(314,708	)			(279,673	)
Plant and equipment, net		$	538,884			$	534,212

 

During the six months ended June 30, 2015 and 2014, depreciation expense was $33,622 and $0, respectively.

 

During the six months ended June 30, 2015, the Company disposed 2 smart cars for cash payment of $30,902, resulting in gain of $12,007 from disposal of fixed assets.

 

 

 

 

4. ACCRUED EXPENSES

 

As of June 30, 2015 and December 31, 2014, the Company had accrued expenses of $779,251 and $626,330, respectively, consisted of the following:

 

		June 30, 2015				December 31, 2014
Accrued salaries		$	382,500			$	450,000
Accrued expenses - other			396,751				176,330
Total		$	779,251			$	626,330

 

5. RELATED PARTY TRANSACTIONS

 

Due to Officers and Officer Compensation

 

The Company borrows funds from Daniel Thompson, who is a Shareholder and Officer of the Company. The terms of repayment stipulate the loans are due 24 months after the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of six percent. As of June 30, 2015, the Company had $90,805 due to Daniel Thompson.

 

In addition, the Company has an employment agreement, renewed May 15, 2014, with Daniel Thompson whereby the Company changed Daniel Thompson’s compensation to $20,000 per month from $25,000. Accordingly, a total salary of $120,000 and $137,500 were accrued and reflected as an expense to Daniel Thompson during the six months ended June 30, 2015 and 2014, respectively. The accrued salaries payable to Daniel Thompson was $382,500 as of June 30, 2015.

 

The Company has an employment agreement with a former President, Ms. Roberton, whereby the Company provides for compensation of $25,000 per month beginning May 15, 2014. A total salary of $187,500 was reflected as an expense during the year ended December 31, 2014. On June 1, 2015, Ms. Roberton resigned from all her positions of the Company and agreed to waive all unpaid salary earned during her employment. Accordingly, the Company recorded gain of $187,500 from debt forgiveness in the consolidated statements of operations for the six months ended June 30, 2015. The total balance due to Ms. Roberton for accrued salaries at June 30, 2015 and December 31, 2014 was $0 and $0, respectively.

 

The Company had an employment agreement with a former Chief Operating Officer, Mr. Levy, whereby the Company provided for compensation of $15,000 per month. A total salary of $90,000 was accrued and reflected as an expense during the six months ended June 30, 2015. The total balance due to Mr. Levy for accrued salaries at June 30, 2015 was $90,000.

 

The Company had an employment agreement with the Chief Executive Officer, Mr. Cunningham, whereby the Company provided for compensation of $15,000 per month. A total salary of $90,000 was accrued and reflected as an expense during the six months ended June 30, 2015. The total balance due to Mr. Cunningham for accrued salaries at June 30, 2015 was $90,000.

 

Notes Payable – Related Party

 

The Company has entered into several loan agreements with related parties (see above; Footnote 6, Notes Payable – Related Party; and Footnote 7, Convertible Notes Payable – Related Party).

 

 

 

 

6. NOTES PAYABLE

 

Notes payable at June 30, 2015 and December 31, 2014 are summarized as follows:

 

		June 30, 2015				December 31, 2014
Notes Payable – Unrelated Party		$	62,736			$	129,032
Notes Payable – Related Party			100,000				100,000
Discount on notes			–				–
Total		$	162,736			$	229,032
Current portion			(62,736	)			(129,032	)
Long-term portion		$	100,000			$	100,000

 

Notes Payable – Unrelated Party

 

On March 12, 2009, the Company entered into a preferred debenture agreement with a shareholder for $20,000. The note bore interest at 12% per year and matured on September 12, 2009. In conjunction with the preferred debenture, the Company issued 2,000,000 warrants to purchase its Common Stock, exercisable at $0.10 per share and expired on March 12, 2014. As a result of the warrants issued, the Company recorded a $20,000 debt discount during 2009 which has been fully amortized. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture. On March 24, 2011, the Company amended the note and the principal balance was reduced to $15,000. The Company was due to pay annual principal payments of $5,000 plus accrued interest beginning March 12, 2012. On July 20, 2011, the Company repaid $5,000 of the note. As of December 31, 2012, the warrants had not been exercised. As of June 30, 2015, the Company is in default on this debenture. The balance of the note was $10,989 and $10,989 at June 30, 2015 and December 31, 2014, respectively.

 

The balance of $51,747 in notes payable to unrelated party was due to the auto loan for the vehicles used in the Pizza restaurants.

 

Notes Payable – Related Party

 

On September 7, 2011, the Company entered into a Promissory Note agreement (“Note 1”) with a related party for $50,000. Note 1 bears interest at 8% per year and matures on September 7, 2016. Interest is payable annually on the anniversary of Note 1, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 1, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 1, the Company recorded a $50,000 debt discount during 2011. The balance of Note 1, net of debt discount, was $50,000 and $50,000 at June 30, 2015 and December 31, 2014, respectively.

 

On November 17, 2011, the Company entered into a Promissory Note agreement (“Note 2”) with a related party for $50,000. Note 2 bears interest at 8% per year and matures on November 17, 2016. Interest is payable annually on the anniversary of Note 2, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 2, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 2, the Company recorded a $50,000 debt discount during 2011. The balance of Note 2, net of debt discount, was $50,000 and $50,000 at June 30, 2015 and December 31, 2014, respectively.

 

The following is a schedule showing the future minimum loan payments in the future 5 years.

 

	Year ending December 31,
	2015			$	62,736
	2016				100,000
	2017				0
	2018				0
	2019				0
	Total			$	162,736

 

 

 

 

 

7. CONVERTIBLE NOTES PAYABLE

 

Some of the Convertible Notes issued as described below included an anti-dilution provision that allowed for the adjustment of the conversion price. The Company considered the guidance provided by the FASB in “Determining Whether an Instrument Indexed to an Entity’s Own Stock,” the result of which indicates that the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that, as the conversion price of the Notes issued in connection therewith could fluctuate based future events, such prices were not fixed amounts. As a result, the Company determined that the conversion features of the Notes issued in connection therewith are not considered indexed to the Company’s stock and characterized the value of the conversion feature of such notes as derivative liabilities upon issuance.

 

Convertible notes at June 30, 2015 and December 31, 2014 are summarized as follows:

 

		June 30, 2015				December 31, 2014
Convertible Notes Payable – Unrelated Party		$	21,200			$	9,000
Convertible Notes Payable – Related Party			165,000				165,000
Discount on notes			(6,208	)			–
Total - Current		$	179,992			$	174,000

 

Convertible Notes Payable – Unrelated Party

 

On April 17, 2014, the Company entered into an unsecured Convertible Note (“Note 3”) in the amount of $9,000. Note 3 was convertible into Common Shares of the Company at $0.005 per share at the option of the holder. Note 3 bore interest at eight percent per year, matured on June 17, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. As of June 30, 2015, the Company is in default on Note 3. The balance of the note was $9,000 and $9,000 at June 30, 2015 and December 31, 2014, respectively.

 

On May 6, 2015, the Company entered into a 10% convertible promissory note (“Note 4”) with an unrelated entity in the amount of $12,200. Note 4 bore interest at ten percent per year, matured on September 3, 2015, and was unsecured. Note 4 was convertible into Common Shares of the Company at the conversion ratio of 50% discount to market at the lowest traded price within 20 business days prior to “Notice of Conversion”. This gives rise to derivative liability accounting related to this Note since the conversion ratio is considered floorless.

 

Accordingly, Note 4 has been evaluated with respect to the terms and conditions of the conversion features contained in Note 4 to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in Note 4 for $12,200 carrying value represents a freestanding derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Black-Scholes valuation model at the inception date of Note 4 and will do so again on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date.

 

The table below sets forth the assumptions for Black-Scholes valuation model on May 6, 2015 (inception) and June 30, 2015, respectively. For the period ended June 30, 2015, the Company had initial loss of $10,295 due to derivative liabilities, and decreased the derivative liability of $22,495 by $1,280, resulting in a derivative liability of $21,215 at June 30, 2015.

 

 

 

 

Reporting Date		Fair Value				Term (Years)				Assumed Conversion Price				Market Price on Issuance Date				Volatility Percentage				Risk-free Rate
5/6/2015		$	22,495				0.33			$	0.825			$	1.69				507%				0.0002
6/30/2015		$	21,215				0.18			$	0.375			$	0.80				513%				0.0001

 

As of June 30, 2015, the carrying values of Note 4 were $5,992 and the debt discount was $6,208. The Company recorded interest expense related to Note 4 in amount of $184 during the six months ended June 30, 2015. The accrued interest of Note 4 was $184 as of June 30, 2015.

 

The Notes
Proceeds		$	12,200
Less derivative liabilities on initial recognition			(12,200	)
Value of the Notes on initial recognition			0
Add accumulated accretion expense			5,992
Balance as of June 30, 2015		$	5,992

 

Convertible Notes Payable – Related Party

 

On April 21, 2008, the Company entered into an unsecured Convertible Debenture (“Debenture 1”) with a shareholder in the amount of $150,000. Debenture 1 was convertible into Common Shares of the Company at $0.03 per share at the option of the holder no earlier than August 21, 2008. Debenture 1 bore interest at 12% per year, matured in August 2009, and was unsecured. All principal and unpaid accrued interest was due at maturity. In conjunction with the Debenture 1, the Company also issued warrants to purchase 5,000,000 shares of the Company’s Common Stock at $0.03 per share. The warrants expired on April 20, 2013. As a result of issued warrants, the Company recorded a $150,000 debt discount during 2008 which has been fully amortized. The Company is in default on Debenture 1, and the warrants have not been exercised. The balance of Debenture 1 was $150,000 and $150,000 at June 30, 2015 and December 31, 2014, respectively.

 

On March 11, 2009, the Company entered into an unsecured Convertible Debenture (“Debenture 2”) with a shareholder in the amount of $15,000. Debenture 2 was convertible into Common Shares of the Company at $0.03 per share at the option of the holder. Debenture 2 bore interest at 12% per year, matured on March 11, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. The balance of Debenture 2 was $15,000 and $15,000 at June 30, 2015 and December 31, 2014, respectively.

 

The following is a schedule showing the future minimum loan payments in the future 5 years.

 

	Year ending December 31,
	2015			$	186,200
	2016				0
	2017				0
	2018				0
	2019				0
	Total			$	186,200

 

 

 

 

 

8. DERIVATIVE LIABILITIES

 

As of June 30, 2015, the Company’s derivative liabilities are embedded derivatives associated with the Company’s convertible note payable (see Footnote 7). Due to the Notes’ conversion feature, the actual number of shares of common stock that would be required if a conversion of the note as described in Footnote 7 was made through the issuance of the Company’s common stock cannot be predicted. As a result, the conversion feature requires derivative accounting treatment and will be bifurcated from the note and “marked to market” each reporting period through the statement of operations.

 

The Company measured the fair value of the derivative liabilities as $22,495 on May 6, 2015, and remeasured the fair value as $21,215 on June 30, 2015, and recorded the change of fair value of $9,015 in the statements of operations for the six months ended June 30, 2015.

 

9. PAYROLL TAXES

 

The Company previously reported that it has failed to remit payroll tax payments since 2006, as required by various taxing authorities. Payroll taxes and estimated penalties were accrued in recognition of accrued salaries subsequently settled via stock issue and other agreements that did not result in reportable or taxable payroll transactions. These accruals were reversed for prior years, and a similar estimated accrual established for 2014. As of June 30, 2015 and December 31, 2014, the Company estimated the amount of taxes, interest, and penalties that the Company could incur as a result of payroll related taxes and penalties to be $39,452 and $38,400, respectively.

 

10. NET LOSS PER SHARE

 

Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. There were no dilutive earnings per share for the three and six months ended June 30, 2015 and 2014 due to net loss during the periods.

 

The following table sets forth the computation of basic net loss per share for the periods indicated:

  

		For the three months ended
		June 30, 2015				June 30, 2014
Numerator:
- Net loss for the period		$	(2,879,657	)		$	(175,245	)
Denominator:
- Weighted average common shares outstanding			7,778,462				100,585
Basic loss per share		$	(0.37	)		$	(1.74	)

 

 

		For the six months ended
		June 30, 2015				June 30, 2014
Numerator:
- Net loss for the period		$	(3,004,148	)		$	(293,122	)
Denominator:
- Weighted average common shares outstanding			6,373,118				94,556
Basic loss per share		$	(0.47	)		$	(3.10	)

 

 

 

11. CAPITAL STOCK

 

During the six months ended June 30, 2015, 383,479 shares of Series “B” Preferred Stock were converted into 1,559,156 shares of Common Stock of the Company per the preferred shareholder’s instruction.

 

During the six months ended June 30, 2015, the Company issued 33,197 shares of Series “B” Preferred stock and 3 shares of Series “C” Preferred Stock to several investors for total cash payment of $82,500 pursuant to the executed subscription agreements.

 

During the six months ended June 30, 2015, the Company issued 6,249 shares of Series “F-1” Preferred stock and 1 share of Series “C” Preferred Stock to an investor for total cash payment of $25,000 pursuant to the executed subscription agreement.

 

During the six months ended June 30, 2015, the Company issued 9,999 shares of Series “F-1” Preferred stock and 1 share of Series “C” Preferred Stock to an investor for total cash payment of $25,000 pursuant to the executed subscription agreement.

 

12. STOCK BASED COMPENSATION

 

On April 15, 2015, the Company entered into three consulting service agreements with three Consultants for marketing, management and financial strategies in exchange for 1,500,000 shares of Common Stock of the Company. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $1.78 per share. Accordingly, the Company calculated the stock based compensation of $2,670,000 at its fair value and included it in the consolidated statements of operations for the six months ended June 30, 2015.

 

On June 3, 2015, the Company entered into a consulting service agreement with a Consultant for marketing, management and financial strategies in exchange for 150,000 shares of Common Stock of the Company. The fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of approximately $0.84 per share. Accordingly, the Company calculated the stock based compensation of $126,000 at its fair value and included it in the consolidated statements of operations for the six months ended June 30, 2015.

 

13. COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

The Company had operating leases of $66,266 and $131,969 for the three and six months ended June 30, 2015, respectively, consisting of the followings. There was no rent expense for the three and six months ended June 30, 2014 as such office space was contributed at no cost by Daniel Thompson, the imputed effects of which are immaterial to the consolidated financial statements taken as a whole.

 

		For the three months ended
		June 30, 2015				June 30, 2014
Restaurants		$	43,020			$	–
Lot			14,542				–
Office			7,600				–
Equipment Rentals			1,104				–
Total		$	66,266			$	–

 

		For the six months ended
		June 30, 2015				June 30, 2014
Restaurants		$	86,797			$	–
Lot			27,623				–
Office			14,900				–
Equipment Rentals			2,649				–
Total		$	131,969			$	–

 

 

 

 

 

14. SEGMENT REPORTING

 

The Company has two reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information: (1) Mobile home lease (We Three), and (2) Company-owned Pizza Restaurants (Romeo’s NY Pizza).  These segments are a result of differences in the nature of the products and services sold.  Corporate administration costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated to the two operating segments.  Other revenue consists of nonrecurring items.

 

The mobile home lease segment establishes mobile home business as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, monthly mortgage payments and high property taxes. If bad credit is an issue preventing people from purchasing a traditional house, the Company will provide a financial leasing option with "0" interest on the lease providing a "lease to own" option for their family home.

 

The Company-owned Pizza Restaurant segment includes sales and operating results for all Company-owned restaurants. Assets for this segment include equipment, furniture and fixtures for the Company-owned restaurants.

 

Corporate administration and other assets primarily include the deferred tax asset, cash and short-term investments, as well as furniture and fixtures located at the corporate office and trademarks and other intangible assets. All assets are located within the United States.

 

 

		Three Months Ended June 30, 2015				Six Months Ended June 30, 2015
Revenues:
We Three		$	42,743			$	84,491
Romeo’s NY Pizza			286,793				663,913
Others			–				10,100
Consolidated revenues		$	329,536			$	758,504
Cost of Sales:
We Three		$	42,306			$	71,299
Romeo’s NY Pizza			200,888				473,293
Others			–				–
Consolidated cost of sales		$	243,194			$	544,592
Income (Loss) before taxes
We Three		$	(7,146	)		$	2,140
Romeo’s NY Pizza			(17,561	)			50,597
Others			(2,854,950	)			(3,056,885	)
Consolidated loss before taxes		$	(2,879,657	)		$	(3,004,148	)

 

 

 

							As of June 30, 2015
Assets:
We Three						$	211,557
Romeo’s NY Pizza							125,793
Others							894,518
Combined assets						$	1,231,868

 

 

 

 

 

15. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to June 30, 2015 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those specified below.

 

First Acquisition:

 

As previously disclosed on June 30, 2016, the Company completed the acquisition of Titancare, LLC. The acquisition became effective (the “Effective day”) on June 27, 2016, a Pennsylvania At Home Care franchise. The acquisition is subject to Franchisor approval and the completion of an independent audit.

 

In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of Titan, par value $0.17 per share ("Titan Preferred Class Stock"), was converted into $0.17 preferred shares (the "Stock Consideration") of the Company’s Preferred Class “G” Stock, par value $0.001 per share ("CDIF Preferred “G” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred Titan stockholders at $0.17 per share with a conversion rate of 1 to 1.3 Common Stock payable to Titan shareholders of record as of the close of business on June 27, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of Titan to certain parties designated the Company, which closed on June 27, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition.

 

Pending Franchisor approval and the completion of the independent audit, CDIF will issue approximately 977,247 shares of CDIF Preferred “G” Shares to Titancare shareholders as Stock Consideration in the Acquisition. Based on the price of CDIF’s Common stock as of June 27 and 29, 2016 at $0.17 per share, the acquisition consideration represents an approximate value of $166,132. The LLC has filed to convert to a Pennsylvania Corporation.

 

Second Acquisition:

 

As previously disclosed on June 29, 2016, the Company completed the acquisition of York County In Home Care, Inc. The acquisition became effective (the “Effective day”) on June 27, 2016, a Pennsylvania At Home Care franchise. The acquisition is subject to Franchisor approval and the completion of an independent audit.

 

In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of York, par value $0.17 per share ("York Preferred Class Stock"), was converted into $0.17 preferred shares (the "Stock Consideration") of the Company’s Preferred Class “G” Stock, par value $0.001 per share ("CDIF Preferred “G” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred York stockholders at $0.17 per share with a conversion rate of 1 to 1.3 Common Stock payable to York shareholders of record as of the close of business on June 29, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of York to certain parties designated by the Company, which closed on June 29, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition.

 

Pending Franchisor approval and the completion of the independent audit, CDIF will issued approximately 8,235,294 shares of CDIF Preferred “G” Shares as Stock Consideration in the Acquisition. Based on the price of the Company’s Preferred “G” Class of stock on June 29, 2016. The acquisition consideration (based on the value of $0.17 in CDIF Preferred Stock, represents approximately $1,400,000.00.

 

Third Acquisition:

 

On August 10^th, 2016, Cardiff International, Inc. (CDIF) completed the acquisition of Refreshment Concepts, LLC. The acquisition became effective (the "Effective day") on August 10^th, 2016.

 

In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of Refreshment Concepts, par value $0.20 per share ("Refreshment Concepts Preferred Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class “H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred Refreshment Concepts stockholders at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable to Refreshment Concepts shareholders of record as of the close of business on July 22, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of Refreshment Concepts to certain parties designated by CDIF, which closed on July 22, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition.

 

 

 

 

CDIF issued approximately 1,440,000 shares of CDIF Preferred “H” Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on July 1^st, 2016. The acquisition consideration (based on the value of $0.20 in CDIF Preferred Stock, represents approximately $288,000.00. The LLC has filed to convert to a Georgia Corporation. An amended 8K will be filed with audited financials by October 10^th, 2016.

 

Fourth Acquisition:

 

On August 10^th, 2016, Cardiff International, Inc. (CDIF) completed the acquisition of F.D.R. Enterprises. The acquisition became effective (the "Effective day") on August 10th, 2016.

 

In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of F.D.R. Enterprises par value $0.20 per share ("F.D.R. Enterprises Preferred Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class “H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred F.D.R. Enterprises stockholders at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable to F.D.R. Enterprises shareholders of record as of the close of business on July 22, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of F.D.R. Enterprises to certain parties designated by CDIF, which closed on July 22, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition.

 

CDIF issued approximately 1,206,870 shares of CDIF Preferred “H” Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on July 1^st, 2016. The acquisition consideration (based on the value of $0.20 in CDIF Preferred Stock, represents approximately $241,374.00. The LLC has filed to convert to a Tennessee Corporation. An amended 8K will be filed with audited financials by October 10^th, 2016.

 

Fifth Acquisition:

 

On August 10^th, 2016, Cardiff International, Inc. (CDIF) completed the acquisition of Repicci’s Franchise Group. The acquisition became effective (the "Effective day") on August 10^th, 2016.

 

In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of Repicci’s Franchise Group par value $0.20 per share ("Repicci’s Franchise Group Preferred Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class “H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred Repicci’s Franchise Group stockholders at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable to Repicci’s Franchise Group shareholders of record as of the close of business on July 22, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of Repicci’s Franchise Group to certain parties designated by CDIF, which closed on July 22, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition.

 

CDIF issued approximately 1,770,000 shares of CDIF Preferred “H” Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on July 1^st, 2016. The acquisition consideration (based on the value of $0.20 in CDIF Preferred Stock, represents approximately $354,000.00. The LLC has filed to convert to a Tennessee Corporation. An amended 8K will be filed with audited financials by October 10^th, 2016.

 

 

 

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements including the related notes, and the other financial information included in this report. For ease of reference, “we,” “us” or “our” refer to Cardiff International, Inc., and Legacy Card Company, Inc. (d/b/a: Mission Tuition) unless otherwise stated.

 

Cautionary Statement Concerning Forward-Looking Information

 

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management, markets for stock of Cardiff International, Inc. and other matters. Statements in this report that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such forward-looking statements, including, without limitation, those relating to the future business prospects, revenue and income of Cardiff International, Inc., wherever they occur, are necessarily estimates reflecting the best judgment of the senior management of Cardiff International, Inc. on the date on which they were made, or if no date is stated, as of the date of this report. These forward-looking statements are subject to risks, uncertainties and assumptions, including those described in the “Risk Factors” in Item 1A of Part I of our most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”), that may affect the operations, performance, development and results of our business. Because the factors discussed in this report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company assumes no obligation and does not intend to update these forward looking statements, except as required by law.

 

Operating History. We commenced active business operations during 2015. Potential investors should be aware that there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives. We have limited resources and have had limited revenues since our formation.

 

Possibility of Total Loss of Investment. An investment in Cardiff is a high risk investment, and should not be made unless the investor has no need for current income from the invested funds and unless the investor can afford a total loss of his or her investment.

 

Additional Financing Requirements. We will likely be required to seek additional financing in order to fund our operations and carry out our business plan. In order to fund our operations and effect additional acquisitions, we will be required to obtain additional capital. There can be no assurance that such financing will be available on acceptable terms, or at all. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any such arrangement, if required or otherwise sought, would be available on terms deemed to be commercially acceptable and in our best interest.

 

No Public Market for Securities. There is no active public market for our common stock and we can give no assurance that an active market will develop, or if developed, that it will be sustained.

 

Auditor’s Opinion has a Going Concern Qualification. Our auditor’s report dated August 19, 2014, for the year ended December 31, 2013 includes a going concern qualification which states that our significant recurring operating losses and negative working capital raise substantial doubt about our ability to continue as a going concern.

 

We do not anticipate paying any dividends and any gains from your investment in our stock will have to come from increases in the price of such stock. We currently intend to retain any future earnings for use in our business and do not anticipate paying any cash dividends in the foreseeable future.

 

We Operate in a Limited Market. The Educational Rewards program is one of three national programs available to families. We cannot guarantee that we will compete successfully against our potential competitors, especially those with significantly greater financial resources or brand name recognition.

 

 

 

Overview

 

Cardiff is a holding company who adopted a new business model known as "Collaborative Governance.” To date, we are not aware of any other holding company using the same business philosophy or governing policies. Our business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of 2 years; (2) profitable; (3) good management team; (4) little to no debt; (5) strong assets. Cardiff continues to practice all business ethics under the (1934 Act) and acknowledges there are approximately 43 plus successful Business Development Companies (1040 Act) all who may be considered competition to CDIF that are established and available to the public for investment. These Companies offer experienced management; dividends and financial security.

 

To date Cardiff consist of 9 Subsidiaries: MissionTuition.com, We Three, LLC (d/b/a: Affordable Housing Initiative (AHI)), Romeo’s NY Pizza and Edge View Properties, Titan Care, York County In-Home Care, Refreshment Concepts, FRD Enterprises, and Recippi’s Franchise Group.

 

Critical Accounting Estimates

 

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. We base our estimates on experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. On an on-going basis, we evaluate the appropriateness of our estimates and we maintain a thorough process to review the application of our accounting policies. Our actual results may differ from these estimates.

 

We consider our critical accounting estimates to be those that (1) involve significant judgments and uncertainties, (2) require estimates that are more difficult for management to determine, and (3) may produce materially different results when using different assumptions. We have discussed these critical accounting estimates, the basis for their underlying assumptions and estimates and the nature of our related disclosures herein with the audit committee of our Board of Directors. We believe our accounting policies specific to share-based compensation expense and estimation of the fair value of derivative liability involve our most significant judgments and estimates that are material to our consolidated financial statements. They are discussed further below.

 

Derivative Liability

 

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the March 31, 2015 reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

Share-based compensation expense

 

We account for the issuance of stock, stock options and warrants for services from employees and non-employees based on an estimate of the fair value of options and warrants issued using the Black-Scholes pricing model. This model’s calculations include the exercise price, the market price of shares on grant date, weighted average assumptions for risk-free interest rates, expected life of the option or warrant, expected volatility of our stock and expected dividend yield.

 

The amounts recorded in the financial statements for share-based expense could vary significantly if we were to use different assumptions. For example, the assumptions we have made for the expected volatility of our stock price have been based on the historical volatility of our stock, measured over a period generally commensurate with the expected term. If we were to use a different volatility than the actual volatility of our stock price, there may be a significant variance in the amounts of share-based compensation expense from the amounts reported.

 

 

 

Recent Accounting Pronouncements

 

ASU 2014-10, Development Stage Entities

 

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

  

Results of Operations

 

For the Three Months Ended June 30, 2015 and 2014

 

We had revenues in the amount of $329,536 and $758,504 for the three and six months ended June 30, 2015, respectively, compared to revenues of $6,825 and $6,825 for the three and six months ended June 30, 2014, respectively. The revenue for the three months ended June 30, 2015 is attributable to Romeo’s NY Pizza - $286,793, We Three, LLC – $42,743. The revenue for the six months ended June 30, 2015 is attributable to Romeo’s NY Pizza - $663,913, We Three, LLC – $84,491 and Other - $10,100. The revenues during the same periods in 2014 were solely from We Three LLC.

 

We had costs of sales in the amount of $243,194 and $544,592 for the three and six months ended June 30, 2015, respectively. We had no cost of sales during the same periods in 2014. The costs for the three months ended June 30, 2015 are attributable to Romeo’s NY Pizza – $200,888 and We Three, LLC – $42,306. The costs for the six months ended June 30, 2015 are attributable to Romeo’s NY Pizza – $473,293 and We Three, LLC – $71,299.

 

We had operating expenses of $3,143,204 and $3,398,209 for the three and six months ended June 30, 2015, respectively, compared to operating expenses of $166,420 and $317,315 for the three and six months ended June 30, 2014, respectively. The significant increase in operating expenses in 2015 was primarily attributable to the issuance of 1,650,000 shares of common stock to 4 consultants for marketing, management and financial strategies, resulting in non-cash stock based compensation of $2,796,000 during the six months ended June 30, 2015.

 

We had a net loss of $2,879,657 and $3,004,148 for the three and six months ended June 30, 2015, respectively, compared to a net loss of $175,245 and $293,122 for the three and six months ended June 30, 2014, respectively, representing an increase by $2,704,412 and $2,711,026, respectively, in 2015. As the operating costs increased, there was a decrease in the interest expense by $8,355 and $16,894 during the three and six months ended June 30, 2015, respectively, due to negating more than 90% of all the Company’s debt by the Company.

 

Inflation

 

We do not believe that inflation will negatively impact our business plans.

 

Liquidity and Capital Resources

 

Since inception, the principal sources of cash have been funds raised from the sale of common stock, advances from shareholders, and loans in the form of debentures and convertible notes. At June 30, 2015, we had $62,059 in cash and cash equivalents and total assets amounted to $1,231,868. At December 31, 2014 we had $46,311 of cash and cash equivalents, and total assets amounted to $1,250,856 which include other assets.

 

Net cash used in operating activities was $48,128 and $128,843 for the six months ended June 30, 2015 and 2014, respectively. The decrease in the amount of net cash used in operating activities during the six months ended June 30, 2015 compared to the same period last year was attributable to the net loss offset by non-cash stock compensation of $2,796,000 and the increase in accrued expenses by $220,421 in the current year.

 

Net cash used in investing activities was $26,287 and $73,797 for the six months ended June 30, 2015 and 2014 respectively. The cash flows used in investing activities during the six months ended June 30, 2015 was attributed to the purchase of fixed assets in mobile home lease business, offset by the cash from disposal of fixed assets in the discontinued operations. Comparatively, cash flows used in investing activities during the same period ended June 30, 2014 was due to the investments in subsidiary before the consolidation.

 

 

 

 

Net cash provided by financing activities was $90,163 and $249,110 for six months ended June 30, 2015 and 2014 respectively. The cash flows from financing activities during the six months ended June 30, 2015 was attributable to proceeds of $132,500 from sales of stock and proceeds for $12,200 from convertible notes payable, plus $11,759 due to related party. The cash flows from financing activities during the six months ended June 30, 2014 was attributable to the proceeds of $5,110 from sales of stock and write-off payable of $244,000.

 

There can be no assurance that we will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to us. Should we be unable to raise sufficient funds, we may be required to curtail our operating plans and possibly relinquish rights to portions of our technology or products. In addition, increases in expenses or delays in product development may adversely impact our cash position and may require cost reductions. No assurance can be given that we will be able to operate profitably on a consistent basis, or at all, in the future.

 

In order to continue our operations, development of our products, and implementation of our business plan, we need additional financing. We are currently attempting to obtain additional working capital in a term loan transaction.

 

Plan of Operation

 

Our current business plan is described in “Item 1 - Description of Business” of Form 10-K for the year ended December 31, 2014.

 

Off Balance Sheet Arrangements

 

As of June 30, 2015, we had no off balance sheet arrangements.

  

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable

 

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures

 

(a)

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed,+ summarized, and reported within the required time periods, and that such information is accumulated and communicated to our management, including our Chairman, Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer has concluded that these disclosure controls and procedures are ineffective. There have been no changes to our disclosure controls and procedures during the three months ended June 30, 2015.

 

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Since the most recent evaluation date, there have been no significant changes in our internal control structure, policies, and procedures or in other areas that could significantly affect our internal control over financial reporting.

 

(b)

Changes in Internal Controls

 

There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

There have been no events under any bankruptcy act, any criminal proceedings and any judgments or injunctions material to the evaluation of the ability and integrity of any director or executive officer during the last five years.

 

Item 1A. Risk Factors

 

There have been no material changes in our risk factors from those disclosed in the Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Submission of Matters to Vote of Security Holders

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instances Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

SIGNATURE

 

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  

 

Dated: September 8, 2016	CARDIFF INTERNATIONAL, INC.
	By:	/s/ Alex Cunningham
		Alex Cunningham Chief Executive Officer
	By:	/s/ Daniel Thompson
		Daniel Thompson
		Chairman (Treasurer)