UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities and Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2012
CARDIFF INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada | 000-49709 | 84-1044583 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2747 Paradise Road, Unit 1103,
Las Vegas, NV 89109
(Address of principal executive offices, including zip code)
(818) 783-2100
(Registrant's telephone number, including area code)
16255 Ventura Boulevard, Suite 525
Encino, CA 91436
(Former name or former address, if changed since last report)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 27, 2012, the Registrant dismissed Rose, Snyder & Jacobs LLP, its independent registered public accounting firm. None of the reports of Rose, Snyder & Jacobs LLP on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements in its Forms 10-K for the fiscal years ended December 31, 2011 and 2010, contained a going concern qualification in the registrant's audited financial statements.
During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Rose, Snyder & Jacobs LLP whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Rose, Snyder & Jacobs LLP’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant’s financial statements.
The registrant had requested that Rose, Snyder & Jacobs LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K.
On August 1, 2012, the registrant engaged Weinberg & Company as its independent registered public accounting firm. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Weinberg & Company regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.
The decision to change independent registered accountants was approved by the Company’s Board of Directors, as the Company has no audit committee.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Effective July 24, 2012, our company's Articles of Incorporation were amended to increase the number of authorized shares of Common Stock to 250,000,000 shares from 60,000,000 shares. This amendment was effective upon its filing with the Colorado Secretary of State on July 24, 2012. The amendment of our Articles of Incorporation was approved by our directors and, at our Special Meeting of Shareholders held on July 18, 2012, by shareholders holding a majority (63%) of our issued and outstanding shares of Common Stock.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description |
3.01 | Articles of Amendment |
16.01 | Letter from Rose Snyder & Jacobs, LLP, dated August 7, 2012, to the Securities and Exchange Commission regarding statements included in this Form 8-K |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Cardiff International, Inc. | ||
By: | /s/ Daniel Thompson | |
Daniel Thompson | ||
Title: | Chairman / Chief Executive Officer |
Dated: August 9, 2012
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