UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
x Filed by the Registrant o Filed by a Party other than the Registrant
Check the appropriate box:
| x | Preliminary Information Statement |
| o | Definitive Information Statement Only |
| o | Confidential, for Use of the Commission (as permitted by Rule 14c) |
CARDIFF INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
_______________________________________
Name of Person(s) Filing Information Statement, if other than Registrant:
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11. |
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| 1) | Amount previously paid: | |
| 2) | Form, Schedule or Registration Statement No.: | |
| 3) | Filing Party: ____________________________ | |
| 4) | Date Filed: ____________________________ |
CARDIFF INTERNATIONAL, INC.
411 N New River Drive E
Suite 2202
Fort Lauderdale, FL 33301
(818) 783-2100
NOTICE IS HEREBY GIVENthat the Board of Directors (the “Board”) of Cardiff International, Inc. a Colorado corporation (hereinafter the “Company”,” “we,” or “our”), has approved, and the holder(s) of a majority of the outstanding shares of our Common Stock, $0.00001 par value (the “Stock”) has voted, to approve the following items:
It is the Company’s intent to redomesticate (change jurisdiction of incorporation) of Cardiff International, Inc. (the “Company"), from Colorado to Florida. Cardiff expects the redomestication will further its efforts to grow and to diversify the Company’s acquisition portfolio, by permitting the Company to take advantage of beneficial statutes and regulations governing Corporations and Taxes. The change in legal domicile is expected to occur on or before September 10, 2014, pending regulatory approvals. (This action will become effective upon first filing a Definitive 14C; 20 days after which the Company anticipates filing with both the State of Florida and Colorado. Once filed with Florida, the redomestication will become effective in 7 to 10 days from the date filed.)
Stockholders of record at the close of business on August 6th, 2014 (the “Record Date”), are entitled to receive a copy of this Information Statement by request: copy is also available on the Company website: www.missiontuition.com .
This Information Statement (the “Information Statement”) which describes the proposal in more detail, and provides our stockholders with other important information, is being furnished to our stockholders for informational purposes only, pursuant to Section 14-C of the Securities Exchange Act of 1934 (the Act), as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Pursuant to Colorado law, our Articles of Incorporation and our Bylaws, stockholder action may be taken by written consent without a meeting of stockholders. The written consent of a majority stockholder of the outstanding shares of our Common Stock is sufficient to approve this action. As such, the stockholder approved to Redomesticate Cardiff International, Inc. This action will become effective upon first filing a Definitive 14C, 20 days after which the Company anticipates filing with both the State of Florida and Colorado. Once filed with Florida, the redomestication will become effective in 7 to 10 days from the date filed.
Your consent regarding the proposals is not required and is not being solicited in connection with this corporate action. This Information Statement will serve as the required notice to stockholders pursuant to the Act, of the approval by less than the unanimous written consent of our stockholders with respect to the proposal.
WE ARE NOT ASKING YOU FOR A PROXY, AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
| By Order of the Board of Directors | |
| /s/ Daniel Thompson | |
| Daniel Thompson, Chairman and Director |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF INFORMATION STATEMENT MATERIALS IN CONNECTION WITH THIS NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT:
The Information Statement is available at: www.missiontuition.com
CARDIFF INTERNATIONAL, INC.
2747 Paradise Road Unit 1103
Las Vegas, NV 89109
(818) 783-2100
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the stockholders of Cardiff International, Inc., a Colorado corporation (the "Company," "we" or "us"), to advise them of the corporate actions that have been authorized by written consent of the Company's majority stockholder, who collectively owns 63% of the Company’s outstanding capital stock as of the record date of August 6, 2014 (the "Record Date"). These actions are being taken without notice, meetings or votes in accordance with the Colorado Business Corporation and the Company’s Articles of Incorporation. This Information Statement is being made available to the stockholders of the Company by means of public filing and available on the company website or a hard copy may be requested.
On August 5, 2014, the majority stockholder holding 1,909,040,550 shares, or approximately 63%, of the issued and outstanding Common Stock shares with a par value of $0.00001 ("Common Stock") and 1 Series A Preferred Share representing voting control consented in writing to redomesticate (change jurisdiction of incorporation) of Cardiff International, Inc. (the “Company"), from Colorado to Florida. Cardiff expects the redomestication to further its efforts to grow and to diversify the Company’s acquisition portfolio, by permitting the Company to take advantage of the beneficial statutes and regulations governing Corporations and Taxes. The change in legal domicile is expected to occur on or before September 10, 2014, pending regulatory approvals. (This action will become effective upon first filing a Definitive 14C; 20 days after which the Company anticipates filing with both the State of Florida and Colorado. Once filed with Florida, the redomestication will become effective in 7 to 10 days from the date filed.)
On August 5, 2014, the Majority Stockholder holding 1,909,040,550 shares, or approximately 63% of our issued and outstanding Common Stock and holder of 1 Series A Preferred Voting Share consented in writing to redomesticate (change jurisdiction of incorporation) of Cardiff International, Inc. This consent was sufficient to approve the Amended and Restated Articles of Incorporation under Florida law.
NO VOTE REQUIRED
We are not soliciting consents to approve the Redomestication of Cardiff International, Inc. Colorado law and our Articles of Incorporation permit the Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the shares of its Common Stock sign and deliver a written consent to the action to the Company.
NO APPRAISAL RIGHTS
Under Colorado corporate law, stockholders have no appraisal or dissenters' rights in connection with the Redomestication of Cardiff International, Inc.
INTERESTS OF CERTAIN PARTIES IN THE MATTERS TO BE ACTED UPON
None of the directors or executive officers of the Company has any substantial interest resulting from the change of legal domicile, that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
COST OF THIS INFORMATION STATEMENT
The entire cost of furnishing this Information Statement will be borne by us.
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HOUSEHOLDING OF STOCKHOLDER MATERIALS
If a “hardcopy” is requested, in some instances we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If requested by phone or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder. Requests by phone should be directed to our CEO/President at (818) 783-2100, and requests in writing should be sent to Cardiff International, Inc. 411 North New River Drive E, Unit 2202, Fort Lauderdale, FL 33301, USA, Attention CEO/President. Stockholders sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the above address.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table, together with the accompanying footnotes, sets forth information regarding the beneficial ownership of the Common Stock of the Company as of October 30th, 2013, for (i) each person known by the Company to own beneficially more than 5% of the Company's Common Stock, (ii) each of the Company's Executive Officers, (iii) each of the Company's Directors and (iv) all Directors and Executive Officers as a group. Applicable percentage ownership in the following table is based on 2,069,435,924 shares of Common Stock outstanding for issuance as of November 18, 2013.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the securities. Subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. In addition, shares of Common Stock issuable upon exercise of options, warrants and other convertible securities beneficially owned that are exercisable within sixty days of November 18, 2013, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those securities, and the group as a whole, but are not deemed outstanding for computing the percentage ownership of any other person.
Shareholder(4) | Common Stock (1) | Percentage | ||||||
| Daniel Thompson (2) | 1,909,040,550 | (3) | 63.6% | |||||
| TOTAL | 1,909,040,550 | 100% | ||||||
| (1) | For purposes of this table “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any Common Stock shares that such person or group has the right to acquire within 60 days after October 30th, 2013. For purposes of computing the percentage of outstanding Common Stock shares held by each person or group of persons named above, any shares that such person or group has the right to acquire within 60 days after October 30th, 2013 are deemed outstanding but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person or group. |
| (2) | These are the Officers and Directors of the Company. |
| (3) | Includes1,909,040,550shares owned by the Daniel Thompson and the Thompson Family Trust.
|
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement may contain "forward-looking statements." All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, and any statement of assumptions underlying any of the foregoing. These statements may contain words such as "expects," "anticipates," "plans," "believes," "projects," and words of similar meaning. These statements relate to our future business and financial performance.
Actual outcomes may differ materially from these statements. The risks listed in this Information Statement as well as any cautionary language in this Information Statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement as representing our views as of any date after the date of this Information Statement. You should carefully review the information and risk factors set forth in other reports and documents that we file from time to time with the SEC.
ADDITIONAL INFORMATION
This Information Statement should be read in conjunction with certain reports that we previously filed with the SEC, including our:
* Quarterly Reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013.
The reports we file with the SEC and the accompanying exhibits may be inspected without charge at the Public Reference Section of the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such materials may also be obtained from the SEC at prescribed rates. The SEC also maintains a Web site that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of the Reports may be obtained from the SEC's EDGAR archives at http://www.sec.gov. We will also mail copies of our prior reports to any stockholder upon written request.
| By Order of the Board of Directors | |
| /s/ Daniel Thompson | |
| Daniel Thompson, Chairman, and Director | |
| Fort Lauderdale, Florida | |
| August 5, 2014 |
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APPENDIX “A”
Proposed
ARTICLES OF INCORPORATION
(a) The name of the corporation is Cardiff International, Inc. (the “Corporation”).
(b) The Redomesticated Articles of Incorporation are as follows:
ARTICLE I
NAME
The name of the Corporation is Cardiff International, Inc.
ARTICLE II
REGISTERED OFFICE and AGENT
The address of the registered office in the state of Florida is 411 N New River Drive, Suite 2022 Fort Lauderdale, Florida 33301.
ARTICLE III
PURPOSE
1. PURPOSE – The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation.
2. GENERAL POWERS – Except as restricted by these Articles of Incorporation, the Corporation shall have and may exercise all powers and rights which a corporation may exercise legally pursuant to Florida Laws.
3. ISSUANCE OF SHARES – The Board of Directors of the Corporation may divide and issue any class of stock of the Corporation in series pursuant to a resolution properly filed with the Secretary of State of Florida.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which the Corporation shall have the authority to issue is Three 3,104,586,786 shares consisting of:
| (a) | Three Billion (3,000,000,000) shares of Common Stock, $0.00001 par value per Share(“Common Stock”) |
| (b) | 100 Hundred Million, (100,000,000) Blank Check Preferred Shares, $0.001 par value per Share(“Blank Check Preferred Stock”) |
| (c) | Four (4) Series A Preferred Shares, $0.001 par value per share; Four Million Five Hundred Eighty Six Thousand, Seven Hundred and Eighty Six (4,586,701) Series B Preferred Shares, $.001 par value per share; Eighty One (81) Series C Preferred Shares $.00001 par value per share(“Series of Preferred Stock”) |
1. COMMON STOCK
(a)Voting. Except as otherwise expressly provided by law, or in the Articles of Incorporation the, holders of Common Stock shares have voting rights on all matters requiring a vote of shareholders. Every Common shareholder shall be entitled to one vote in person or by proxy for each share of stock entitled to vote held by such shareholder.
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(b)Other Rights. Each share of Common Stock issued and outstanding shall be identical in all respects one with the other and no dividends shall be paid on any shares of Common Stock unless the same is paid on all shares of Common Stock outstanding at the time of such payment. Except for and subject to those rights expressly granted to the holders of the Blank Check Preferred Stock, or except as may be provided by the laws of the State of Florida.
2. BLANK CHECK PREFERRED STOCK
Issuance. The Blank Check Preferred Stock may be issued from time to time in one or more series. Subject to the limitations set forth herein and any limitations prescribed by law, the Board is expressly authorized, prior to issuance of any series of Blank Check Preferred Stock, to fix by resolution or resolutions providing for the issue of any series the number of shares included in such series and the designation, relative powers, preferences and rights, and the qualification, limitations or restrictions of such series. Pursuant to the foregoing general authority vested in the Board, but not in limitation of the powers conferred on the Board thereby and by Florida law, the Board is expressly authorized to determine with respect to each series of Blank Check Preferred Stock:
| (i) | The designation (s) of such series and the number of shares (which from time to time may be decreased by the Board, but not below the number of such shares then outstanding, or may be increased by the Board unless otherwise provided in creating such series) constituting such series; |
| (ii) | The rate or amount and times at which, and the preferences and conditions under which, dividends shall be payable on shares of such individual series, the status of such dividends as cumulative, shall accumulate, and the status of such shares as participating or nonparticipating after the payment of dividends as to which such share are entitle to any preference. |
| (iii) | The rights and preferences, if any, of the shareholders of such series upon the liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of the Company, which amount may vary depending upon whether such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, may vary at different dates, and the status of the shares of such series as participating or nonparticipating after the satisfaction of any such rights and preferences; |
| (iv) | The full or limited voting rights, if any, to be provided for shares of such series, in addition to the voting rights provided by law; |
| (v) | The times, terms and conditions, if any, upon which shares of such series shall be subject to redemption, including the amount the shareholders of such series shall be entitled to receive upon redemption (which amount may vary under different conditions or at different redemption dates) and the amount, terms, conditions and manner of operation of any purchase, retirement or sinking fund to be provided for the share of such series; |
| (vi) | The rights, if any, of shareholders of such series to convert such shares into, or to exchange such shares for, shares of any other classes or of any other series of the same class, the prices or rates of conversion or exchange, and adjustments thereto, and any other terms and conditions applicable to such conversion or exchange ; |
| (vii) | The limitations, if any, applicable while such series is outstanding on the payment of dividends or making of distributions on, or the acquisition or redemption of, Common Stock or restrictions, if any, upon the issue of any additional shares (including additional shares of such series or any other series or of any other class) ranking on a parity with or prior to the shares of such series either as to dividends or upon liquidation; and |
| (viii) | The conditions or restrictions, if any, upon the issue of any other class rankings on a parity with or prior to the shares of such series either as to dividends or upon liquidation; and |
| (ix) | Any other relative powers, preferences and participating, optional or other special rights, and the qualifications, limitation or restrictions thereof, of the shares of such series; in each case, so far as not inconsistent with the provisions of the Article of Incorporation or the Florida Business Corporation Act as then in effect. |
SERIES OF PREFERRED STOCK- A/B/C
All relative powers, preferences, rights and privileges of previously issued and outstanding Preferred Stock issued under the laws of the State of Colorado shall survive these Redomesticated Articles of Incorporation.
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3. ISSUANCE OF CERTIFICATES
The Board shall have the authority to issue shares of the capital stock of the Company and the certificates therefore subject to such transfer restrictions and other limitations as it may deem necessary to promote compliance with applicable federal and state securities laws, and to regulate the transfer thereof in such manner as may be calculated to promote such compliance or to further any other reasonable purpose.
ARTICLE V
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by the Board, and the directors need not be elected by ballot unless otherwise required by the bylaws of the Corporation. The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one. In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum. The initial directors of the Corporation shall be:
Name and Address
Daniel Thompson
411 N New River Drive East Suite 2202
Fort Lauderdale, Florida 33301
ARTICLE VI
AMENDMENTS
The Board of Directors reserves the right to amend and repeal any provisions contain in the Articles of Incorporation in the manner prescribed by the laws of the state of Florida. All rights conferred are subject to this reservation.
ARTICLE VII
INCORPORATOR
The original incorporator of the Corporation is Daniel Thompson whose mailing address is 411 N New River Drive East, Suite 2202, Fort Lauderdale, Florida 33301
ARTICLE VII
INDEMNIFICATION
The Corporation may indemnify any director, officer, employee, fiduciary or agent of the Corporation to the full extent permitted by Florida Law. The Corporation shall indemnify any present or former officer or director and shall advance expenses on behalf of any such officer or director, in each case, to the fullest extent now or hereafter permitted by law.
ARTICLE VIII
ADOPTION AND AMENDMENT OF THE BYLAWS
The initial Bylaws of the Corporation shall be adopted by its Board of Directors. Subject to repeal or change by action of the shareholders, the power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. The Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with Florida law or these Article of Incorporation.
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ARTICLE XI
LIMITATION OF LIABILITY OF
DIRECTORS TO CORPORATION AND SHAREHOLDERS
No director shall be liable to the Corporation or any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director (a) shall have breached the director’s duty of loyalty to the Corporation or its shareholders; (b) shall not acted in good faith or, in failing to act, shall not have acted in good faith; (c) shall have acted or failed to act in a manner involving intentional misconduct or a knowing violation of law; or (d) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article, nor the adoption of any provision in the Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision. This Article shall apply to the full extent now permitted by Florida law.
ARTICLE XII
STOCKHOLDER ACTION WITHOUT MEETING
Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting which all shares entitled to vote thereon were present and voted.
ARTICLE XIII
RE-CAPITALIZATION AFFECTING OUTSTANDING SECURITIES
The Board of Directors, without the consent of shareholder, may adopt any recapitalization affecting the outstanding securities of the Corporation by affecting a forward or reverse split of all or some of the outstanding securities of the Corporation, with appropriate adjustments to the Corporation’s capital accounts, provide that the re-capitalization does not require change in the Articles of Incorporation of the Corporation.
THE UNDERSIGNED, being the Chief Executive Officer of the Corporation, for the purpose of these Articles of Incorporation under the Law of the state of Florida, does make, files and records these Articles of Incorporation, does certify that the facts herein stated are true, and accordingly, have hereto set her hand and seal this _____day of September, 2014.
Daniel R Thompson
Chairman
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