XOTC:CDIF Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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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 March 31, 2012

Commission File Number 000-49709
_______________________

CARDIFF INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
_______________________

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

16255 Ventura Boulevard, Suite 525, Encino, CA 91436
(Address of principal executive offices)

(818) 879-9722 (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: No Par Value 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 o          No x
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 x         No o

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 o       Accelerated filer o        Non-accelerated filer o       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 o           No x

Common Stock outstanding at March 31, 2012, 54,924,408 shares of no par value Common Stock.

 
 

 
 
FORM 10-Q

CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
CARDIFF INTERNATIONAL, INC.

For the Quarter March 31, 2012

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

PART I - FINANCIAL INFORMATION
Page of
Form 10-Q
 
Item 1.
Financial Statements:
 
     
 
Condensed Consolidated Balance Sheets
1
 
Condensed Consolidated Statements of Operations
2
 
Condensed Consolidated Statements of Cash Flows
3 – 4
 
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)
5
 
Notes to Condensed Consolidated Financial Statements
6 – 18
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
19
     
Item 4.
Controls and Procedures, Evaluation of Disclosure Controls and Procedures
23


PART II - OTHER INFORMATION
Page

Item 1.
Legal Proceedings
24
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
24
Item 3.
Defaults Upon Senior Securities
24
Item 4.
Submission of Matters to a Vote of Security Holders
243
Item 5.
Other Information
24
Item 6.
Exhibits
24

 
 

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2012 (UNAUDITED) AND DECEMBER 31, 2011
 
   
March 31, 2012
   
December 31, 2011
 
ASSETS  
CURRENT ASSETS
           
Cash and cash equivalents
  $ -     $ 8,874  
   Advances to employees
    1,659       1,659  
                 
TOTAL CURRENT ASSETS
    1,659       10,533  
                 
PROPERTY AND EQUIPMENT
               
Computer equipment
    4,124       4,124  
Website
    43,000       43,000  
Accumulated depreciation
    (16,675 )     (12,748 )
                 
PROPERTY AND EQUIPMENT, NET
    30,449       34,376  
                 
OTHER ASSETS
               
Patents and trademarks, net of accumulated amortization of $54, and $43, respectively
    596       607  
Deposits
    600       600  
                 
TOTAL ASSETS
  $ 33,304     $ 46,116  
                 
LIABILITIES AND SHAREHOLDERS' DEFICIT
 
                 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ 845,364     $ 841,760  
Accounts payable, related party
    272,165       241,863  
Book Overdraft
    20,602       -  
Interest payable
    876,010       825,799  
Accrued officer's salaries
    460,000       415,000  
Accrued payroll taxes
    345,423       335,823  
Current portion of settlement payable, shareholder
    38,000       32,500  
Derivative liability
    3,714,444       3,679,746  
Due to officer
    534,255       485,939  
Advance from International Card Establishment, Inc.
    50,000       50,000  
Note payable - Legacy Investors
    518,000       518,000  
Note payable - Maricopa Equity Management Corporation
    100,000       100,000  
Note payable, unrelated party
    50,000       50,000  
Notes payable, convertible, unrelated party, net of discount of $26,579 and $0, respectively
    273,421       250,000  
Current portion of notes payable, related-party, convertible
    185,000       185,000  
Current portion of notes payable, related-party
    29,990       24,990  
                 
TOTAL CURRENT LIABILITIES
    8,312,674       8,036,420  
                 
LONG-TERM LIABILITIES
               
Settlement payable, shareholder
    12,500       20,000  
Notes payable, unrelated-party, net of discount of $267,509 and $283,758, respectively
    57,491       41,242  
Notes payable, related-party, convertible
    15,000       15,000  
Notes payable, related-party, net of discount of $215,901 and $230,985, respectively
    125,189       117,106  
                 
TOTAL LIABILITIES
    8,522,854       8,229,768  
                 
SHAREHOLDERS' EQUITY (DEFICIT):
               
Common stock, no par value; 60,000,000 shares authorized; 54,924,408 and  54,194,408 shares issued and outstanding
    7,509,283       7,472,783  
Additional paid-in capital
    79,664       87,762  
Deficit accumulated during the development stage
    (16,078,497 )     (15,744,197 )
                 
TOTAL SHAREHOLDERS' DEFICIT
    (8,489,550 )     (8,183,652 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
  $ 33,304     $ 46,116  
 
Prepared without audit.
See notes to condensed consolidated financial statements.
 
 
 
1

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 AND THE PERIOD
AUGUST 29, 2001 (DATE OF INCEPTION) THROUGH MARCH 31, 2012
(UNAUDITED)

               
August 29, 2001
 
               
(Date of Inception)
 
   
Three Months Ended March 31,
   
through
 
   
2012
   
2011
   
March 31, 2012
 
                   
REVENUE
  $ 535     $ -     $ 1,565  
                         
COST OF SALES
    -       -       -  
                         
GROSS PROFIT
    535       -       1,565  
                         
OPERATING EXPENSES:
                       
Consulting and outside services
    485       8,479       2,974,667  
Advertising
    3,345       15,546       603,679  
Legal services
    4,000       -       956,073  
Rent
    -       -       514,936  
Guaranteed payments
    -       -       512,958  
Officers' salaries
    120,000       120,000       2,045,000  
Salaries and wages
    -       -       1,192,927  
Stock based compensation
    -       -       449,916  
Other operating expenses
    125,440       131,583       3,572,705  
                         
TOTAL OPERATING EXPENSES
    253,270       275,608       12,822,861  
                         
LOSS FROM OPERATIONS
    (252,735 )     (275,608 )     (12,821,296 )
                         
OTHER INCOME AND (EXPENSES):
                       
Sublease rental income
    -       -       55,979  
Interest income
    -       -       6,775  
Change in value of derivative liability
    9,679       1,162,882       (1,149,545 )
Other miscellaneous income (expense)
    -       -       106,512  
Interest expense
    (91,244 )     (420,545 )     (2,276,922 )
                         
TOTAL OTHER INCOME (EXPENSE)
    (81,565 )     742,337       (3,257,201 )
                         
NET INCOME (LOSS)
  $ (334,300 )   $ 466,729     $ (16,078,497 )
                         
Basic and diluted income (loss) per share
  $ (0.01 )   $ 0.01          
                         
Weighted average shares outstanding (Basic and diluted)
    54,517,705       58,493,297          
 
Prepared without audit.
See notes to condensed consolidated financial statements.

 
2

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 AND THE PERIOD
AUGUST 29, 2001 (DATE OF INCEPTION) THROUGH MARCH 31, 2012
(UNAUDITED)

               
August 29, 2001
 
               
(Date of Inception)
 
   
Three Months Ended March 31,
   
through
 
   
2012
   
2011
   
March 31, 2012
 
                   
CASH FLOW FROM OPERATING ACTIVITIES
                 
Net income (loss)
  $ (334,300 )   $ 466,729     $ (16,078,497 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
                       
Depreciation and amortization
    3,938       980       254,121  
Loss on disposal of property and equipment
    -       -       1,404  
Amortization of loan discount
    41,033       374,650       1,148,549  
Stock-based compensation
    -       -       449,916  
Change in value of derivative liability
    (9,679 )     (1,162,882 )     1,149,545  
Issuance of common stock for loan costs
    -       -       110,000  
Issuance of warrants for services
    -       -       254,800  
Issuance of warrants as loan costs
    -       -       85,734  
Issuance of common stock for services
    -       -       1,441,222  
Gain on settlement of accounts payable
    -       -       (23,435 )
(Increase) decrease in:
                       
   Advances to Employees
    -       -       (1,659 )
Deposits
    -       -       (600 )
Increase (decrease) in:
                       
Accounts payable and accrued expenses
    43,505       70,764       1,584,725  
Accrued officers' salaries
    120,000       120,000       1,985,000  
Interest payable
    50,211       44,095       1,079,369  
Settlement payable, shareholder
    (2,000 )     (7,500 )     (39,500 )
                         
NET CASH USED IN OPERATING ACTIVITIES
    (87,292 )     (93,164 )     (6,599,306 )
                         
CASH FLOW FROM INVESTING ACTIVITES
                       
Acquisition of property and equipment
    -       (7,500 )     (241,571 )
                         
NET CASH USED IN INVESTING ACTIVITIES
    -       (7,500 )     (241,571 )
                         
CASH FLOW FROM FINANCING ACTIVITIES
                       
Book overdraft
    20,602       -       20,602  
Proceeds from shareholder advances
    -       1,350       1,463,477  
Repayments of shareholder advances
    (26,684 )     (49,534 )     (2,281,735 )
Proceeds from ICE advance
    -       -       50,000  
Proceeds from note payable-Legacy Investors
    -       -       451,428  
Proceeds from note payable-Maricopa Equity Management
    -       -       100,000  
Proceeds from convertible notes payable, related-party
    -       -       1,283,699  
Proceeds from note payable, unrelated party
    -       200,000       385,000  
Repayments of notes payable, unrelated related-party
    -       -       (10,000 )
Proceeds from note payable, convertible, unrelated party
    50,000       -       300,000  
Proceeds from notes payable, related-party
    -       25,000       494,990  
Repayments of notes payable, related-party
    (2,000 )     (15,000 )     (108,910 )
Proceeds from sale of common stock
    36,500       -       4,656,615  
Write-off of payable
    -       -       35,711  
                         
NET CASH PROVIDED BY FINANCING ACTIVITIES
    78,418       161,816       6,840,877  
                         
NET INCREASE (DECREASE) IN CASH
    (8,874 )     61,152       -  
                         
CASH AT BEGINNING OF THE YEAR
    8,874       1,822       -  
                         
CASH AT END OF YEAR
  $ -     $ 62,974     $ -  
                         
SUPPLEMENTAL DISCLOSURES
                       
      Interest paid in cash
  $ -     $ 1,800     $ 56,814  

Prepared without audit.
See notes to condensed consolidated financial statements.
 
 
3

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 AND THE PERIOD
AUGUST 29, 2001 (DATE OF INCEPTION) THROUGH MARCH 31, 2012
(UNAUDITED)



NON-CASH ACTIVITIES
During the year ended December 31, 2010, the Company entered into a separation agreement with an officer and shareholder of the Company whereby the Company agreed to pay the shareholder $90,000 and the shareholder agreed to forgive the balance due to him, including accrued salaries, of $387,664.

During the year ended December 31, 2009, the Company converted $35,711 owed to an officer into equity.

During the year ended December 31, 2008, the Company issued 1,154,380 shares of common stock for the settlement of $139,945 payable to a related party. As a result the company recorded a gain on settlement of accounts payable of $23,435.

Accrued interest in the amounts of $0, $0 and $158,261 were capitalized to amounts due to officers for the three months ended March 31, 2012 and 2011, and for the period from August 29, 2001 (inception) through March 31, 2012, respectively. Repayments of amounts due to officers includes payments of capitalized interest.

During the year ended December 31, 2005, convertible debt in the amount of $1,098,699 plus the  related accrued interest of $39,330 was converted into 998,635 shares of common stock.

Out of the $1,000,000 debentures from Legacy Investors, $106,572 was used to pay loan related fees, and $442,000 remained in an escrow account at December 31, 2004.  During the year ended December 31, 2005, the escrow funds were returned to Legacy Investors.

 
 
Prepared without audit.
See notes to condensed consolidated financial statements.
 
 
4

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
AUGUST 29, 2001 (DATE OF INCEPTION) THROUGH MARCH 31, 2012
(UNAUDITED)

               
Additional
             
   
Common Stock
   
Paid in
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
BALANCE, AUGUST 29, 2001
                             
  (Date of Inception)
    -     $ -     $ -     $ -     $ -  
Issuance for cash, 2001
    2,066,717       200,833       -       -       200,833  
Issuance for cash, 2002
    10,703,678       1,040,129       -       -       1,040,129  
Net loss
    -       -       -       (1,182,273 )     (1,182,273 )
                                         
BALANCE, DECEMBER 31, 2002
    12,770,395       1,240,962       -       (1,182,273 )     58,689  
Issuance for cash, 2003
    4,846,930       471,000       -       -       471,000  
Net loss
    -       -       -       (1,608,882 )     (1,608,882 )
                                         
BALANCE, DECEMBER 31, 2003
    17,617,325       1,711,962       -       (2,791,155 )     (1,079,193 )
Net loss
    -       -       -       (1,058,911 )     (1,058,911 )
                                         
BALANCE, DECEMBER 31, 2004
    17,617,325       1,711,962       -       (3,850,066 )     (2,138,104 )
Issuance for cash, 2005
    561,764       277,000       -       -       277,000  
Stock based compensation, 2005
    -       -       106,839       -       106,839  
Issuance for consideration of loan, 2005
    100,000       110,000       -       -       110,000  
Conversion of notes payable, 2005
    998,635       1,138,029       -       -       1,138,029  
Warrants issued in connection with notes payable , 2005
    -       -       85,734       -       85,734  
Recapitalization of common equity, note 5
    1,615,000       -       -       -       -  
Net loss
    -       -       -       (1,668,498 )     (1,668,498 )
                                         
BALANCE, DECEMBER 31, 2005
    20,892,724       3,236,991       192,573       (5,518,564 )     (2,089,000 )
Issuance for cash, 2006
    803,179       855,600       -       -       855,600  
Stock based compensation, 2006
    -       -       16,401       -       16,401  
Issuance of common stock, 2006
    550,000       -       -       -       -  
Payment on subscription receivable, 2006
    -       428,000       -       -       428,000  
Issuance for services, 2006
    120,000       -       -       -       -  
Net loss
    -       -       -       (1,280,821 )     (1,280,821 )
                                         
BALANCE, DECEMBER 31, 2006
    22,365,903       4,520,591       208,974       (6,799,385 )     (2,069,820 )
Issuance for cash, 2007
    5,704,583       714,100       -       -       714,100  
Issuance for services, 2007
    40,000       10,000       -       -       10,000  
Payment on subscription receivable, 2007
    -       23,000       -       -       23,000  
Issuance of common stock, 2007
    166,667       -       -       -       -  
Net loss
    -       -       -       (788,596 )     (788,596 )
                                         
BALANCE, DECEMBER 31, 2007
    28,277,153       5,267,691       208,974       (7,587,981 )     (2,111,316 )
Payment on subscriptions receivable, 2008
    -       25,000       -       -       25,000  
Issuance for cash, 2008
    4,387,500       176,000       -       -       176,000  
Issuance for services, 2008
    15,654,650       1,453,222       -       -       1,453,222  
Issuance for settlement of liability, 2008
    1,154,380       130,945       -       -       130,945  
Loan discount on convertible debt, 2008
    -       -       150,000       -       150,000  
Derivative liability, 2008
    -       -       (222,575 )     -       (222,575 )
Net Loss
    -       -       -       (1,896,782 )     (1,896,782 )
                                         
BALANCE, DECEMBER 31, 2008
    49,473,683       7,052,858       136,399       (9,484,763 )     (2,295,506 )
Issuance for cash, 2009
    2,325,834       34,925       -       -       34,925  
Issuance in conjunction with debt, 2009
    4,000,000       137,000       -       -       137,000  
Capital contribution from officer, non-cash, 2009
    -       -       35,711       -       35,711  
Derivative liability, 2009
    -       -       (134,110 )     -       (134,110 )
Loan discount on debt, 2009
    -       -       53,629       -       53,629  
Net Loss
    -       -       -       (1,135,283 )     (1,135,283 )
                                         
BALANCE, DECEMBER 31, 2009
    55,799,517       7,224,783       91,629       (10,620,046 )     (3,303,634 )
                                         
Issuance for cash, 2010
    2,244,891       188,000       -       -       188,000  
Issuance for services, 2010
    60,000       3,000       -       -       3,000  
Derivative liability, 2010
    -       -       (1,209,482 )     -       (1,209,482 )
Loan discount on debt, 2010
    -       -       250,000       -       250,000  
Settlement of liability, 2010
    -       -       297,664       -       297,664  
Stock-based compensation, 2010
    -       -       304,350       -       304,350  
Warrants issued for services, 2010
    -       -       254,800       -       254,800  
Net Loss
    -       -       -       (2,289,340 )     (2,289,340 )
                                         
BALANCE, DECEMBER 31, 2010
    58,104,408       7,415,783       (11,039 )     (12,909,386 )     (5,504,642 )
                                         
Issuance for cash, 2011
    1,140,000       57,000                       57,000  
Issuance for services, 2011
    -       -       -       -       -  
Shares issued in conjunction with debt, 2011
    4,500,000       -       -       -       -  
Derivative liability, 2011
    -       -       (7,480 )     -       (7,480 )
Loan discount on debt, 2011
    -       -       83,455       -       83,455  
Cancelled and returned shares, 2011
    (9,550,000 )     -       -       -       -  
Settlement of liability, 2011
    -       -       -       -       -  
Stock-based compensation, 2011
    -       -       22,826       -       22,826  
Warrants issued for services, 2011
    -       -       -       -       -  
Net Loss
    -       -       -       (2,834,811 )     (2,834,811 )
                                         
BALANCE, DECEMBER 31, 2011
    54,194,408       7,472,783       87,762       (15,744,197 )     (8,183,652 )
                                         
Issuance for cash, 2012
    730,000       36,500       -       -       36,500  
Derivative liability, 2012
    -       -       (8,098 )     -       (8,098 )
Net Loss
    -       -       -       (334,300 )     (334,300 )
                                         
BALANCE, MARCH 31, 2012
    54,924,408     $ 7,509,283     $ 79,664     $ (16,078,497 )   $ (8,489,550 )

Prepared without audit.
See notes to condensed consolidated financial statements.
 
 
 
5

 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

 
1.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations
Legacy Card Company was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, the Company converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, the Company merged with Cardiff International, Inc. (“Cardiff”), a publicly held corporation. The purpose of the Company is to develop a co-marketing agreement with a premier national bank to offer an integrated financial program to consumers.  Cardiff International, Inc., is a tech company who has developed a proprietary software system to track and manage consumer purchases from unlimited businesses: service companies, retailers, merchants, health industry, insurance industry, most consumer orientated businesses. Our software infrastructure tracks all commissions, rebates, discounts providing the public the ability to track all savings regardless of what program they participate in as long as the program utilizes the Cardiff technology. 
 
The Company will derive its revenues from six different revenue streams: commissions earned from merchants; interest earned on member’s savings accounts; credit card activation fees; 20  basis points on all credit card transactions; 10 basis  points on interest earned on revolving credit balances; and an annual fee.   After additional testing in July-August 2011, changes were made to the home page and the website launched on a national level in late September and October 2011.  There is generally a 90 day waiting period between when the customer makes purchases and the funds earned are transmitted to Cardiff.

After the October 2011 launch, the Company immediately obtained 1,200 members.  By the end of December 2011, the company had 7,500 members.  As enrolled members of the credit card increases, the usage of the membership will increase, and the associated revenues will follow.

Interim Financial Statements
The unaudited condensed consolidated financial statements of Cardiff, a development stage company, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim condensed consolidated financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations.  Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year.  The balance sheet information as of December 31, 2011 was derived from the audited financial statements included in Form 10K filed March 30, 2012. These interim financial statements should be read in conjunction with that report.

Development Stage Activities
During October 2011, the Company launched and began activating members.  Currently we are in negotiations with four (4) union groups: US Postal Service, Iron Workers, Long Shore man and Greater Boston Hotel Group to offer the Mission Tuition program to their members.

Eight states are interested in offering the mission tuition program to their existing 529 members in addition, they will utilize the program to encourage residents of the state to start a educational program .  The Company is in the process of raising additional funds to launch a co-op program with each state. We anticipate working with the eight states by the end of 2012. Currently we are raising funds to launch our search engine media, including social media marketing and Search Engine Optimization.    We are anticipating launching all on-line media by July of this year.

The company entered into a radio network contract with Talk Radio Network (TRN) airing radio commercials in several national syndicated talk shows.

 
6

 

CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Going Concern
The accompanying financial statements have been prepared on a 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. The accompanying 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. The ability of the Company to continue as a going concern and 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 the development of its credit card business. Should the Company not be able to raise sufficient funds, they may cease their operation.

Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three (3) months or less to be cash equivalents.

Advertising
Advertising costs are charged to expense when incurred.  During the three months ended March 31, 2012 and 2011, the amount charged to expense was $3,345 and $15,546, respectively.  From inception through March 31, 2012, advertising costs was $603,679.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates.  Accordingly, actual results could differ from those estimates.

Valuation of Derivative Instruments
FASB ASC 815-10, Derivatives and Hedging, requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” to determine whether they would be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes pricing model. At March 31, 2012 and 2011, the Company adjusted its derivative liability to its fair value and reflected the decrease in fair value of $9,679 and $1,162,882, respectively, as other income on the Condensed Consolidated Statement of Operations.

 
7

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
 
 
Level Input:
 
Input Definition:
 
         
 
Level 1
 
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
 
 
Level 2
 
Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.
 
 
Level 3
 
Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.
 

The following table summarizes fair value measurements by level at March 31, 2012 and December 31, 2011 for assets and liabilities measured at fair value on a recurring basis:
 
   
March 31, 2012
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Derivative liability
  $ -     $ -     $ 3,714,444     $ 3,714,444  
                                 
   
December 31, 2011
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Derivative liability
  $ -     $ -     $ 3,679,746     $ 3,679,746  

The carrying amounts reported on the balance sheet of cash, accounts payable and other accrued expenses approximate fair value due to their relatively short maturity. The carrying amount of notes payable and amounts due to officer approximate fair value based on prevailing interest rates.
  
Derivative liability was valued under the Black-Scholes model using the following assumptions at March 31, 2012 and December 31, 2011:
 
   
March 31, 2012
  December 31, 2011
Risk free interest rate
 
0.10% - 2.25%
 
0.01% - 0.88%
Volatility
 
100%
 
100%
Term
 
0.01 - 4.62 Years
 
0.01 - 4.88 Years
Dividend yield
 
0.00%
 
0.00%
 
 
8

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
The following is a reconciliation of the value of the derivative liability:
 
Value at December 31, 2010
  $ 1,886,224  
Reclassification of financial instrument from equity to liabilities
    966,855  
Reclassification of financial instrument from liabilities to equity
    (12,500 )
Increase in value of derivative liability
    839,167  
Value at December 31, 2011
    3,679,746  
Reclassification of financial instrument from equity to liabilities
    44,377  
Reclassification of financial instrument from liabilities to equity
    -  
Decrease in value of derivative liability
    (9,679 )
Value at March 31, 2012
  $ 3,714,444  

Stock Based Compensation
The Company accounts for stock options in accordance with guidance issued by the FASB using the modified prospective method. Under this method, compensation cost recognized includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with guidance issued by the FASB amortized over the options' vesting period, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with guidance issued by the FASB amortized on a straight-line basis over the options' vesting period.

Property and Equipment
Property and equipment are carried at cost.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the following estimated useful lives:
 
Classification
 
Useful Life
Computer equipment
 
3 Years
Website design
 
3 Years
Patents and trademarks
 
15 Years
 
During the three months ended March 31, 2012 and 2011, depreciation and amortization expense was $3,938 and $980, respectively and $254,121 from August 29, 2011 (date of inception) through March 31, 2012.

Income Taxes
The Company was treated as a partnership for federal income tax purposes up to April 18, 2005, when it converted to a Nevada Corporation.  Consequently, federal income taxes were not payable by, or provided for, the Company.  Members were taxed individually on their shares of the Company’s earnings.  The Company’s net income or loss was allocated among the members in accordance with the regulations of the Company. Since April 18, 2005, when the Company was incorporated, the Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes, if any, represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

 
9

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Earnings (Loss) per Share
The Company reports its earnings (loss) per share in accordance with guidance issued by the FASB. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

Principles of Consolidation
The consolidated financial statements include the accounts of Cardiff International, Inc. and its wholly owned subsidiary, Legacy Card Company. All significant intercompany accounts and transactions are eliminated in consolidation.

Recently Issued Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Fair Value Measurement (“ASU 2011-04”), which amended ASC 820, Fair Value Measurements (“ASC 820”), providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurement and expands the disclosure requirements. ASU 2011-04 was effective for us beginning January 1, 2012. The adoption of ASU 2011-04 did not have a material effect on our consolidated financial statements or disclosures.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”), which amends the guidance in ASC 350-20, Intangibles—Goodwill and Other – Goodwill. ASU 2011-08 provides entities with the option of performing a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment. If the fair value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying amount of the reporting unit, the entities are required to perform a two-step goodwill impairment test. ASU 2011-08 was effective for us beginning January 1, 2012. The adoption of ASU 2011-08 did not have a material effect on our consolidated financial statements or disclosures.

In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning after December 31, 2012. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.


2.
RELATED PARTY TRANSACTIONS

Separation and Release Agreement with Officer
On September 1, 2010, the Company entered into a Separation and Release Agreement with the Gary Teel, the Company’s former CFO. As part of the severance agreement, the Company will pay Mr. Teel $90,000 in 36 monthly installments of $2,500, commencing on September 1, 2010 and the amount due to him of $387,664, including the balance of unpaid accrued salaries at September 1, 2010, are no longer due. At March 31, 2012 and December 31, 2011, the Company had settlement payable to Gary Teel of $50,500 and $52,500, respectively.
 
 
10

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
Due to Officer
The Company borrows funds from Daniel Thompson a shareholders and officer of the Company. The terms of repayment stipulate the loan is due twenty-four (24) months after the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of six (6) percent. In addition, the Company has an employment agreement with Daniel Thompson (see Employment Agreements). The total balance due to Daniel Thompson for accrued salaries, advances, and accrued interest, at March 31, 2012 and December 31, 2011, was $534,255 and $485,939, respectively.

Employment Agreement
The employment agreement with Daniel Thompson provides for his compensation to be $25,000 each, per month.  Daniel Thompson waived his right to receive any unpaid balances through September 30, 2008. Effective October 1, 2008, Daniel Thompson cancelled his waiver and the Company has accrued his salaries in accordance with the terms of the employment agreements. At March 31, 2012 and December 31, 2011, $1,050,000 and $975,000, has been accrued in connection with Danny Thompson’s employment agreement, respectively.  These amounts are included as amounts Due to Officer on the balance sheet. 

Accounts Payable- Related Party
At March 31, 2012 and December 31, 2011 the Company had amounts payable to a related party of $272,165 and $241,863, respectively, for professional services rendered.

Notes Payable – Related Party
The Company has entered into several loan agreements with related parties (see note 3).


3.         NOTES PAYABLE, ESCROW DEPOSIT & LOAN FEES

Legacy Investors, LLC
On August 5, 2004, the Company entered into a loan agreement with Legacy Investors, LLC, a Florida limited liability company.  The initial loan amount of $1,000,000 (the “Initial Loan Amount”) was made by Legacy Investors, LLC upon the satisfaction of the post-closing covenant, comprised of a convertible debenture in the amount of $500,000 and an initial debenture for the amount of $500,000.  Legacy Investors, LLC required funds to be deposited into an escrow account.  Disbursements were required to be from an escrow agent. The convertible debenture and initial debentures bear interest at 10.00% per year and matured in August 2006.  The indebtedness was convertible into Series A Preferred Membership interests of the Company. This loan is secured by all assets of the Company.

During 2004, Legacy Card Company received $451,428, assumed $106,572 of fees, and the balance of $442,000 was deposited in an escrow account.  In May 2005, $382,000 was paid back to Legacy Investors, LLC and $60,000 of fees was left with the escrow agent. During 2008, an additional $100,000 was repaid by an officer on behalf of the Company.  The balance on the note payable was $518,000 at March 31, 2012 and December 31, 2011, of which a portion is convertible into shares of the Company’s common stock.
 
Under an event of default, the interest rate on both debentures increases to 18% and the terms of repayment and the maturity dates are subject to change. The Company is in default under the terms of the loan agreement as of March 31, 2012 and continues to accrue interest on the outstanding principal balance.
 
Maricopa Equity Management Corporation
On October 27, 2005, the Company entered into a loan agreement in the amount of $100,000 with Maricopa Equity Management Corporation. The loan bears interest at 8% per annum and became due at the closing of the merger with Cardiff International, Inc. In connection with the loan, the Company issued 100,000 shares of common stock in 2005. The balance on the loan was $100,000 at March 31, 2012 and December 31, 2011. As of November 10, 2005 the Company defaulted on the loan.
 
 
11

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

International Card Establishment, Inc.
Legacy Card Company entered into an agreement with International Card Establishment, Inc. (“ICE”) on April 19, 2007 whereby ICE will be the exclusive provider for the rewards and loyalty programs related to merchant contributions to a 529 College Savings Plan.
 
In connection with the agreement, the Company received a $50,000 advance from ICE during the second quarter of 2008. This advance is to be repaid within 120 days of written notice by ICE if the Company launches the card in a test market and the results of that test launch prove to be unsuccessful. If the Company fails to make the required payment within 120 days, the Company will be granted an additional 30 day period to remedy the default. If the Company does not remedy the default within this 30 day period, ICE may, at its discretion, convert the $50,000 debt to equity equaling 10% of the outstanding stock of the Company on a fully diluted basis.
 
Also, if ICE determines that the test launch was successful, ICE shall obtain up to three (3) $500,000 loan facilities for the Company within five (5) business days of the successful completion of the test launch. The Company will be required to repay the $50,000 advance directly from the loan proceeds. Upon receipt of each of the $500,000 loan facilities, the Company shall issue ICE a warrant to purchase three and one-third percent (3 1/3%) of the Company’s outstanding common stock on a fully diluted basis as of the date of issuance.  Each warrant shall have an exercise price equal to $200,000 and shall have a five (5) year term from the issuance date.
 
All warrants will have a cashless exercise provision and shall entitle ICE to one (1) demand registration right for each warrant, at the Company’s expense.
 
The balance outstanding on the advance from ICE at March 31, 2012 and December 31, 2011 was $50,000.

Convertible Notes Payable – Related Party
On April 21, 2008, the Company entered into a Convertible Debenture with a shareholder in the amount of $150,000. The Debenture is convertible into common shares of the Company at $0.03 per share at the option of the holder no earlier than August 21, 2008.  The Debenture bears interest at 12% per year, matures in April 2009, and is unsecured. All principal and unpaid accrued interest is due at maturity. In conjunction with the Convertible Debenture, the company also issued warrants to purchase 5,000,000 shares of the Company’s common stock at $0.03 per share. The warrants expire on April 20, 2013. As a result of issued warrants, the Company recorded a $150,000 debt discount during 2009. As of April 2009, the Company is in default on this Convertible Debenture and the warrants have not been exercised.

On March 11, 2009, the Company entered into a Convertible Debenture with a shareholder in the amount of $15,000. The Debenture is convertible into common shares of the Company at $0.03 per share at the option of the holder.  The Debenture bears interest at 12% per year, matures March 11, 2014, and is unsecured. All principal and unpaid accrued interest is due at maturity.

On April 29, 2009, the Company entered into an unsecured Convertible Debenture agreement with a shareholder in the amount of $35,000. The Debenture is convertible into common shares of the Company at $0.08 per share at the option of the holder no earlier than August 21, 2009. The Debenture bears interest at 12% per year, matures on April 29, 2011, and is unsecured. All principal and unpaid accrued interest is due at maturity. As of April 29, 2011, the Company is in default on this Convertible Debenture.
 
 
12

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
Notes Payable – Related Party
On March 12, 2009, the Company entered into a Preferred Debenture agreement with a shareholder for $20,000. The note bears 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 $0.01 per share and expire March 12, 2014. As a result of the warrants issued, the Company recorded a $20,000 debt discount during 2009. 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 is due to pay annual principal payments of $5,000 plus accrued interest beginning March 12, 2012. The amended note matures on March 24, 2014. As of March 31, 2012, the warrants have not been exercised.

On April 27, 2009, the Company entered into a Preferred Debenture agreement with a shareholder for $20,000. The note bears interest at 12% per year and matured on October 27, 2009.  In conjunction with the Preferred Debenture, the Company issued 2,000,000 warrants to purchase its common stock, exercisable at $0.01 per share and expire on April 27, 2014. As a result of the warrants issued, the Company recorded a $19,990 debt discount during 2009. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture. As of October 27, 2009 the Company is in default on this Preferred Debenture and the warrants have not been exercised.
 
On May 27, 2009, the Company entered into an unsecured Promissory Note with a shareholder for $15,000. The Note bears interest at 10% per year and matured on August 26, 2009. In conjunction with the Note, the Company issued 1,500,000 shares of its common stock to the lender. In April 2011, the Company repaid the principal and interest balance due under this Note.

On October 8, 2009, the Company entered into a Preferred Debenture agreement with an individual who is a shareholder and officer of the Company for $250,000. The Debenture bears interest at 7% per year, matures on October 8, 2014, and is unsecured.  Monthly interest-only payments are due from November 1, 2009 through October 1, 2014. The principal and accrued and unpaid interest balances are due upon maturity. However, as of March 31, 2012 and December 31, 2011, the Company repaid $47,500 and $39,410 of principal, respectively. The balance of this preferred debenture at March 31, 2012 and 2011 was $163,090 and $200,590, respectively. In conjunction with the Debenture, the Company issued 2,500,000 shares of its common stock to this lender, to be distributed at 500,000 shares per year for five years commencing October 1, 2009. As of March 31, 2012 the Company has distributed 500,000 shares and is due to distribute the remaining 2,000,000 shares of its common stock to the lender.

On March 10, 2011, the Company entered into a Promissory Note agreement with a shareholder for $25,000. The Note bears interest at 8% per year and matures on March 10, 2015. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender. As a result of the issuance of these shares, the Company recorded a debt discount of $25,000 during 2011.

During July 2011, the Company entered into a Promissory Note agreement with a related party for $50,000. The Note bears interest at 8% per year and matures on May 16, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 3,500,000 shares of its common stock to the lender. As a result of the shares issued in conjunction with the note, the Company recorded a $50,000 debt discount during 2011. As of March 30, 2012, the Company has not distributed these shares to the lender due to the fact that the Company does not have enough authorized shares to fulfill this issuance, therefore, these shares are not in equity and have been included in the calculation of the derivative liability at March 31, 2012.
 
 
13

 

CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

On September 7, 2011, the Company entered into a Promissory Note agreement with a related party for $50,000. The Note bears interest at 8% per year and matures on September 7, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 2,500,000 shares of its common stock to the lender. As a result of the shares issued in conjunction with the note, the Company recorded a $50,000 debt discount during 2011.

On November 17, 2011, the Company entered into a Promissory Note agreement with a related party for $50,000. The Note bears interest at 8% per year and matures on November 17, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 2,500,000 shares of its common stock to the lender. As a result of the shares issued in conjunction with the note, the Company recorded a $50,000 debt discount during 2011. As of March 30, 2012, the Company has not distributed these shares to the lender due to the fact that the Company does not have enough authorized shares to fulfill this issuance, therefore, these shares are not in equity and have been included in the calculation of the derivative liability at March 31, 2012.

Note Payable – Unrelated Party
On June 3, 2009, the Company entered into a Loan Agreement with an unrelated party for $50,000. The note is non-interest bearing and matured on September 2, 2009. In conjunction with the Loan, the Company issued 1,500,000 warrants to purchase its common stock, exercisable at $0.20 per share, which expire on June 2, 2014. As a result of the warrants issued, the Company recorded a $13,639 debt discount during 2009. As of September 2, 2009 the Company is in default on this Preferred Debenture and the warrants have not been exercised.

On February 8, 2011, the Company entered into an unsecured  Promissory Note agreement with an unrelated party for $200,000. The Note bears interest at 8% per year and matures on February 8, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 10,000,000 shares of its common stock to the lender. As a result of the shares issued with the Note, the Company recorded a $200,000 debt discount during 2011. As of March 31, 2012, the Company has not distributed these shares to the lender due to the fact that the Company does not have enough authorized shares to fulfill this issuance, therefore these shares are not in equity and  have been included in the calculation of the derivative liability.

On May 10, 2011, the Company entered into a Promissory Note agreement with an unrelated party for $25,000. The Note bears interest at 8% per year and matures on May 10, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender. As a result of the shares issued in conjunction with the note, the Company recorded a $25,000 debt discount during 2011.

On August 22, 2011, the Company entered into two separate Promissory Note agreements with unrelated parties for $5,000 each, for a total of $10,000. Both notes bear interest at 8% per year and mature on September 22, 2011. Interest is payable annually on the anniversary of the Notes, and the principal and any unpaid interest will be due upon maturity. In October 2011 the Company repaid the principal and interest balance due under these Promissory Notes. In conjunction with these Notes, the Company issued options to each of the note Holders for 100,000 shares of its common stock. As a result of the warrants issued, the Company recorded debt discounts on these Notes amounting to $8,454 during 2011. As of March 31, 2012 the warrants have not been exercised.
 
 
14

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

On September 30, 2011, the Company entered into a Promissory Note agreement with an unrelated party for $25,000. The Note bears interest at 8% per year and matures on October 1, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender. As a result of the shares issued in conjunction with the note, the Company recorded a $25,000 debt discount during 2011. As of March 31, 2012, the Company has not distributed these shares to the lender due to the fact that the Company does not have enough authorized shares to fulfill this issuance, therefore, these shares are not in equity and have been included in the calculation of the derivative liability.

On November 1, 2011, the Company entered into a Promissory Note agreement with an unrelated party for $75,000. The Note bears interest at 8% per year and matures on November 1, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 3,750,000 shares of its common stock to the lender. As a result of the shares issued in conjunction with the note, the Company recorded a $75,000 debt discount during 2011. As of March 31, 2012, the Company has not distributed these shares to the lender due to the fact that the Company does not have enough authorized shares to fulfill this issuance, therefore, these shares are not in equity and have been included in the calculation of the derivative liability.

Convertible Notes Payable – Unrelated Party
On June 3, 2010, the Company entered into an unsecured Convertible Promissory Note agreement with an unrelated party for $250,000. The Note bears interest at 8% per year and matures on June 3, 2011. The Note is convertible into the Company’s common shares at $0.08 per share. In conjunction with this loan, the Company issued warrants to purchase 5,000,000 shares of its common stock, exercisable at $0.08 per share, which expires on June 3, 2015. As a result of issued warrants, the Company recorded a $250,000 debt discount during 2009. As of June 3, 2011, the Company is in default on this Preferred Debenture and the warrants have not been exercised.

On March 15, 2012, the Company entered into a Convertible Promissory Note agreement with an unrelated party for $50,000. The Note bears interest at 8% per year and matures on December 19, 2012. The principal and interest balances are due upon maturity. Any amount of principal or interest on the Note that is not paid at maturity will bear an annual interest rate of 22% thereafter. The Note is convertible, at the option of the holder, into common shares of the Company at 58% of the average market price at the date of conversion. The conversion price is subject to certain adjustments.

Future minimum payments due under these notes payable are as follows for the periods ended March 31:

   
Related Party
   
Unrelated Party
   
Total
 
2013
  $ 214,990     $ 1,018,000     $ 1,232,990  
2014
    20,000       -       20,000  
2015
    161,090       -       161,090  
2016
    25,000       200,000       225,000  
2017
    150,000       125,000       275,000  
Thereafter
    -       -       -  
      571,080       1,343,000       1,914,080  
Less loan discount
    215,901       294,088       509,989  
Net loan balance
  $ 355,179     $ 1,048,912     $ 1,404,091  


4.         COMMITMENTS AND CONTINGENCIES
 
Operating Leases
Rent expense for the three months ended March 31, 2012 and 2011 was $0 and $0, respectively. From inception through March 31, 2012, rent expense was $514,936.
 
 
15

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
Payroll Taxes
The Company has failed to remit payroll tax payments since 2006, as required by various taxing authorities. When payment is ultimately made management believes that the Company will be assessed various penalties for the delayed payments. As of March 31, 2012, management was unable to estimate the amount of penalties that the Company would incur as a result of these unpaid taxes.

Cash Deposits
The Company maintains its cash at a financial institution which may at times exceed federally insured limits. The Company had no uninsured deposits as of March 31, 2012.

Employment Agreement
On October 8, 2009, the Company entered into a five-year Employment Agreement for the Company’s new President. The employment agreement calls for a salary of $180,000 per year. In conjunction with the employment agreement, the Company granted stock options for 2,500,000 shares of its common stock with an option price of $0.10 per share. The options vest on the anniversary date of the Employment Agreement at a rate of 500,000 shares each year for five years.

On June 1, 2011, the Company entered into a five-year Employment Agreement for the Company’s new Chief Operating Officer. The employment agreement calls for a salary of $240,000 per year. In conjunction with the employment agreement, the Company granted stock options for 2,500,000 shares of its common stock with an option price of $0.10 per share. The options vest  on the anniversary date of the Employment Agreement at a rate of 500,000 shares each year for five years. In addition, the Company issued 2,500,000 shares of the Company’s common stock. These shares vest at a rate of 500,000 shares each year for five years. On November 1, 2011, the Company terminated the Employment Agreement with this officer.

Accrued unpaid salaries for this employee at March 31, 2012 and December 31, 2011 were $460,000 and $415,000, respectively.

The Company also has employment agreement with their CEO (see note 2).

Settlement Agreement
On September 1, 2010, the Company entered into a separate and releases agreement with Gary Teel (see note 2).  As part of this agreement, the Company is to pay Mr. Teel monthly severance payments and pay Mr. Teel’s medical insurance premiums for 36 months.  Beginning June 2011, the Company was in default on the medical insurance premiums for Mr. Teel.  In accordance with the agreement, in the event of default by the Company, the Company is liable for all of Mr. Teel’s damages, liabilities, and other costs incurred by the Company’s breach.  As of March 31, 2012, the Company is unable to determine under FASB ASC 450, Contingencies, the amount of potential liabilities as a result of this breach.

5.         RECAPITALIZATION

In November 2005, Legacy Card consummated a transaction, pursuant to which Cardiff International, Inc. acquired all the outstanding shares of Legacy Card, with Legacy Card surviving as a wholly-owned subsidiary of Cardiff International.  Legacy Card recorded this transaction as a recapitalization followed by the issuance of shares to the shareholders of Cardiff International.  Prior to the recapitalization transaction, Cardiff International was not an operating company, and had no assets.  Under the terms of the transaction, Cardiff International issued 18,000,000 shares of Cardiff International common stock to the former shareholders of Legacy Card in exchange for all the outstanding shares of Legacy Card.
 
 
16

 

CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

6.         INCOME TAXES

At March 31, 2012 the Company has net operating loss carryforwards available for federal tax purposes. Because of statutory “ownership changes” the amount of net operating losses which may be utilized in future years are subject to significant annual limitations. The Company also has operating loss carryforwards available for state tax purposes. At December 31, 2011 the Company had approximately $10,228,000 of state NOL carryforwards that expire through 2031.  At December 31, 2011, the company had approximately $10,212,000 in Federal NOL carry forwards that expire through 2031.
 
As of March 31, 2012 and December 31, 2011, total deferred income tax assets consist principally of net operating loss carryforwards which have been fully reduced by a valuation allowance due to the uncertainty surrounding their ultimate realization.
 
The Company has adopted guidance issued by the Financial Accounting Standards Board (“FASB”) that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest and penalties for the three months ended March 31, 2011 and 2010. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various states. For jurisdictions in which tax filings are prepared, the Company is no longer subject to income tax examinations by state tax authorities for tax years through 2006, and by the IRS for tax years through 2007. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed. As of March 31, 2011 the Company has not filed all statutory filings.

7.         STOCK OPTIONS AND WARRANTS

Stock Options
The Company has granted no stock options to consultants or employees between 2005 through 2008. During 2011 and 2010, the Company granted and 2,500,000 and 3,000,000, stock options to employees, respectively. During 2011, 2,500,000 stock options to an employee were cancelled. Stock based compensation expense related to employees for the three months ended March 31, 2012 and 2011 amounted to $0 and $0, respectively, and $449,916 from August 1, 2001 (date of inception) through March 31, 2012.

The following is a schedule summarizing stock option activity for the year ended December 31, 2011 and three months ended March 31, 2012:

   
Number of
   
Exercise
 
   
Options
   
Price
 
Outstanding at January 1, 2011
    5,925,000     $ 0.18  
Granted
    2,500,000       0.08  
Exercised
    -       -  
Expired
    (425,000 )     1.37  
Forfeited
    (2,500,000 )     0.08  
Outstanding at December  31, 2011
    5,500,000       0.09  
Granted
    -       -  
Exercised
    -       -  
Forfeited
    -       -  
Outstanding at March 31, 2012
    5,500,000     $ 0.09  
Exercisable at March 31, 2012
    4,000,000     $ 0.09  
 
17

 
 
CARDIFF INTERNATIONAL, INC. dba LEGACY CARD COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The estimated weighted-average fair value of options granted during 2011 was $0.03 per share and was calculated using Black-Scholes pricing model based on the following assumptions:

   
December 31, 2011
Risk free interest rate
  1.60 %
Volatility
  100 %
Term
 
5 years
Dividend yield
  0 %
 
As of March 31, 2012, the total unrecognized fair value compensation cost related to non-vested stock options was $45,287 which is expected to be recognized over 2.52 years.
 
Information about stock options outstanding at March 31, 2012 is summarized below:
 
Exercise Price
   
Shares Outstanding
 
Weighted-Average Remaining Contractual Life
 
Weighted-Average Exercise Price of Shares Outstanding
   
Shares Exercisable
   
Weighted-Average Exercise Price of Shares Exercisable
 
$ 0.10        2,500,000  
2.50 years
  $ 0.10       1,000,000     $ 0.10  
$ 0.08       3,000,000  
2.84 years
  $ 0.08       3,000,000     $ 0.08  
          5,500,000                 4,000,000          

Warrants
The Company also issued warrants to purchase shares of common stock. As of March 31, 2012, the Company has approximately 31,281,612 warrants outstanding with exercise prices ranging from $0.01 per share to $1.10 per share. These warrants expire through November 2016.

The following table summarizes information about warrants outstanding at March 31, 2012:
 
Exercise Prices
   
Number of
Warrants
 
Weighted-Average Remaining Life
$0.01 - $0.15       26,391,613  
2.02 years
$0.20 - $0.50       4,763,334  
2.03 years
$1.10       126,665  
0.26 years
        31,281,612    
 
8.         SUBSEQUENT EVENTS

Notes Payable
On April 2, 2012, the Company entered into a Promissory Note agreement with a related party for $25,000. The Note bears interest at 6% per year and matures on September 29, 2012. The principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender.

On May 4, 2012, the Company entered into a Promissory Note agreement with a related party for $25,000. The Note bears interest at 6% per year and matures on September 28, 2012. The principal and any unpaid interest will be due upon maturity. In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender.
 
 
18

 
 
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. 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 operations during the fourth quarter of 2011. 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 no 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 March 28, 2012, for the years ended December 31, 2011 and 2010 and from August 29, 2001 (date of inception) through December 31, 2011 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.
 
 
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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 International, Inc. (“Cardiff”), acquired Legacy Card Company, Inc. (“Legacy”) in a merger transaction in November 2005. The transaction was accounted for as a reverse merger transaction whereby Legacy, although a subsidiary of Cardiff, was deemed to be the surviving entity for accounting purposes. In January 2006, Cardiff changed its fiscal year end to December 31st from September 30th to have the same year end as Legacy.

Cardiff International, Inc., a tech company who has developed a proprietary software system to track and manage consumer purchases from unlimited businesses: service companies, retailers, merchants, health industry, insurance industry, most consumer orientated businesses. Our software infrastructure tracks all commissions, rebates, discounts providing the public the ability to track all savings regardless of what program they participate in as long as the program utilizes the Cardiff technology.

Cardiff’s first national program that launched during the fourth quarter 2011 is “Mission Tuition” a rewards program that helps solve a real need for families – saving for education.  The Mission Tuition program is easy to understand and use, and is emotionally positioned to appeal to all consumers.  The Mission Tuition Rewards program will become the rewards program of preference for every day spending for families with young children.

The program leverages the two biggest economic forces in society – consumer spending and consumer savings –to create the most unique value-added rewards program in decades.

The potential success of the Mission Tuition program involves the participation of three groups: (i) Cardiff as the marketer, (ii) The merchant coalition, (iii) the member. As a result of our merchant coalition and cash rebate program we expect that the member will become loyal customers of the coalition merchants and participating banks.

Participating merchants will provide both a member discount and a cash rebate on total purchases between 1% to 30% to our member’s educational savings account.  The retailer contribution can be supplemented by additional cash rebates by using the Mission Tuition MasterCard.  This issuing bank contribution is applicable no matter where the cardholder shops, therefore encouraging regular and daily usage of the Mission Tuition MasterCard.

The auditors’ report for the years ended December 31, 2011 and 2010 include a going concern qualification.

Liquidity and Capital Resources

At MARCH 31, 2012

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 March 31, 2012, we had $0 of cash and cash equivalents and total assets amounted to $33,304. At December 31, 2011 we had $8,874 cash and cash equivalents, and total assets amounted to $46,116, which include fixed assets and other assets.

Net cash used in operating activities was $87,292 and $93,164 for the three months ended March 31, 2012 and 2011, respectively. The increase in the amount of net cash used in operating activities during the period ended March 31, 2012 compared to the same period last year was attributable to the gain resulting from the change in value of derivative liability of $9,679 for the three months ended March 31, 2012, compared to a gain resulting from the change in value of derivative liability of $1,162,882 for the same period last year. In addition to the impact of the change in value of derivative liability, the current period net loss was primarily offset by the following additional non-cash transactions: an increase in accrued officers’ salaries of $120,000, interest payable of $50,211, accounts payable and accrued expenses $43,505, and amortization of loan discounts of $41,333.
 
Net cash provided by financing activities was $78,418 and $161,816 for the three months ended March 31, 2012 and 2011, respectively. The cash flows from financing activities during the three months ended March 31, 2012 was attributable to proceeds from book overdraft of $20,602, a note payable from an unrelated party of $50,000 and sale of common stock of $36,500, which were offset by repayments of shareholder advances of $26,684.
 
 
20

 
 
Net cash used in investing activities was $0 and $7,500, for the three months ended March 31, 2012 and 2011, respectively. This was a result of the Company acquiring property and equipment during 2011.

We have incurred operating losses since inception and at March 31, 2012, we had an accumulated deficit of $16,078,497.

Current liabilities at March 31, 2012 consisted primarily of accounts payable and accrued expenses of $845,363, accounts payable to related party of $272,165, accrued officer’s salaries of $460,000, payroll tax payable of $345,423, settlement payable of $38,000, derivative liability of $3,714,444, amounts due to officer of $534,255, convertible and non-convertible promissory notes, net of discount, in the amount of $1,404,091, and accrued interest in the amount of $876,010. Current liabilities at December 31, 2011 consisted primarily of accounts payable and accrued expenses of $841,760, accounts payable to related party of $241,863, accrued officer’s salaries of $415,000, payroll tax payable of $335,823, settlement payable of $32,500, derivative liability of $3,679,746, amounts due to officers of $485,939, convertible and non-convertible notes, net of discount, in the amount of $1,351,338, and accrued interest in the amount of $825,799.

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. Additionally, our credit card launched in the fourth quarter of 2011 and we anticipate generating revenues shortly thereafter. In addition, we also anticipate that we will continue to operate at a loss for the foreseeable future.
 
Results of Operations

For the Quarters Ended March 31, 2012 and 2011

We had operating revenues in the amount of $535 and $0 for the three months ended March 31, 2012 and 2011, respectively.
 
We had operating expenses of $253,270 and $275,608, for the three months ended March 31, 2012 and  2011, respectively, representing a decrease of $22,338.

We had a net loss of $334,300, for the three months ended March 31, 2012 compared to a net income of $446,729 for the three months March 31, 2011, representing an decrease of $801,029.  The decrease was primarily due to a gain from the change in value of the derivative liability during the three months ended March 31, 2011.

Inflation

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

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, 2011.

 
21

 

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
 
We have issued warrants of our common stock. The warrant agreements include provisions that require us to record them as a liability, at fair value, pursuant to FASB accounting rules, including the requirement to deliver registered shares upon exercise, which is considered outside of our control. The warrant liabilities are marked-to-market each reporting period and changes in fair value are recorded as a non-operating gain or loss in our statement of operations, until they are completely settled or expire. The fair value of the warrants is determined each reporting period using the Black-Scholes option pricing model, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, interest rates and expected term.

The change in fair value of the derivative liability amounted to a gain of $9,679 and $1,162,882 for the three months ended March, 31, 2012 and 2011, respectively.  The gain resulted mainly from a decrease in the Company’s stock price. We will continue to re-measure the derivative liability at fair value each quarter-end until they are completely settled or expire.

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.
 
Off Balance Sheet Arrangements

As of March 31, 2012, we had no off balance sheet arrangements.

 
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Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Fair Value Measurement (“ASU 2011-04”), which amended ASC 820, Fair Value Measurements (“ASC 820”), providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurement and expands the disclosure requirements. ASU 2011-04 was effective for us beginning January 1, 2012. The adoption of ASU 2011-04 did not have a material effect on our consolidated financial statements or disclosures.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”), which amends the guidance in ASC 350-20, Intangibles—Goodwill and Other – Goodwill. ASU 2011-08 provides entities with the option of performing a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment. If the fair value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying amount of the reporting unit, the entities are required to perform a two-step goodwill impairment test. ASU 2011-08 was effective for us beginning January 1, 2012. The adoption of ASU 2011-08 did not have a material effect on our consolidated financial statements or disclosures.

In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning after December 31, 2012. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.


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

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 and Chief Financial Officer have concluded that these disclosure controls and procedures are ineffective.


(b)           Changes in Internal Controls

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2012  that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

 
23

 

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 President 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 President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
24

 
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:  May 15, 2012
CARDIFF INTERNATIONAL, INC.
   
 
By           /s/ Daniel Thompson                               
 
Chief Executive Officer
   
   
   


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25

XOTC:CDIF Quarterly Report 10-Q Filling

XOTC:CDIF Stock - Get Quarterly Report SEC Filing of XOTC:CDIF stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XOTC:CDIF Quarterly Report 10-Q Filing - 3/31/2012
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