1. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
Organization and Nature of Operations | ' |
Organization and Nature of Operations |
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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. In first quarter of 2013, it was decided to restructure Cardiff into a new holding company who adopted a new business model known as "Collaborative Governance" a new form of governance enabling businesses to take advantage of the power of a public Company. Targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate properties and high return investments, all designed to pay a dividend to our shareholders. The reason for this was to protect our shareholders by acquiring small to minimum size businesses seeking support with both financing and management. The plan was to establish new classes of Preferred stock to streamline voting rights, negate debt and acquire new businesses. By December of 2013 the Company negated 90% plus of all debt; by July of 2014 the Company acquired four businesses, Mission Tuition, We Three, LLC; Romeo’s NY Pizza; and Edge View Properties, Inc. |
Description of Business | ' |
Description of Business |
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Cardiff is a holding company who adopted a new business model known as "Collaborative Governance.” To date, we are not aware of any other holding company using the same business philosophy or governing policies. Our business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of 2 years; (2) profitable; (3) good management team; (4) little to no debt; (5) assets of a minimum of $1,000,000. Cardiff continues to practice all business ethics under the (1934 Act) and acknowledges there are approximately 43 plus successful Business Development Companies (1040 Act) all who may be considered competition to Cardiff that are established and available to the public for investment. These Companies offer experienced management; dividends and financial security. |
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To date Cardiff consist of four (4) subsidiaries; Legacy Card Company, We Three,LLC, Romeo’s NY Pizza and Edge View Properties. |
Interim Financial Statements | ' |
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, 2013 was derived from the audited financial statements included in Form 10K filed with the Securities and Exchange Commission. These interim financial statements should be read in conjunction with that report. |
Prepaid and Other | ' |
Prepaid and Other |
This disclosure is not explicitly required by the FRF for SMEs accounting framework. However, as the FRF for SMEs framework is principles based, it requires the presentation of sufficient information for a fair presentation. As such, management of Cardiff International, Inc. has decided to include this disclosure in the financial statements as necessary to provide sufficient information to the financial statement users. The $34,392 Prepaid & Others represents the amount collected by the Company as of 09/30/2014; total due the Company on these current lease contracts is $557,080. These mobile homes will be amortized over a 6 and ½ years. |
Going Concern | ' |
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. As of September 30, 2014, the Company had a shareholders’ equity of $803,669, is delinquent in payment of $439,623 in payroll taxes, and is in default of a minor amount of its outstanding debt. 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. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2013 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. |
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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 new acquisitions for the Company. 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. In addition, increases in expenses 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. Should the Company not be able to raise sufficient funds, it may cease their operations. |
Stock Split | ' |
Stock Split |
On August 22, 2014, the Company upon filing Articles of Domestication with the state of Florida on August 22, 2014 the Board authorized and approved a reverse stock split of one for twenty five thousand (1:25,000) of the Corporation's total issued, outstanding and authorized shares of common stock (the “Stock Split”). |
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The change in domicile was effectuated on September 2, 2014 under the laws of the state of Florida. The Stock Split was effectuated on September 12, 2014 upon filing the appropriate documentation with FINRA. The Stock Split decreased the Corporation's total issued and outstanding shares of common stock from 2,516,819,560 to 100,673 and the total authorized shares of Common Stock from 3,000,000,000 to 120,000 shares of common stock. The common stock remained at $0.00001 par value. On September 15, 2014 the Company raised the authorizes shares of common stock to 5,000,000 and increased the par value to $0.001. |
Use of Estimates | ' |
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 | ' |
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 to determine whether they would be considered a derivative liability and measured at their fair value for accounting purposes. Prior to July 12, 2012, the Company did not have enough authorized shares to issue common shares resulting in the potential exercise or conversion of its issued and outstanding options/warrants and convertible notes, respectively. Accordingly, these instruments were reflected as derivative liabilities for the period ended September 30, 2014 and prior. In determining the appropriate fair value, the Company uses a weighted average Black-Scholes pricing model. At September 30, 2014 and 2013, the Company adjusted its derivative liability to its fair value and reflected the increase (decrease) in fair value for the nine months ended September 30, 2014 and 2013, of $48,613 and $(39,984), respectively, as other income on the Condensed Consolidated Statement of Operations. |
Fair Value Measurements | ' |
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: |
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Level Input | | Input Definition | | | | | | | | | | | | | | |
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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 1, 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. | | | | | | | | | | | | | | |
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The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s condensed balance sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2014. |
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| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Fair Value of Derivative Liability | | $ | – | | | $ | – | | | $ | 48,613 | | | $ | 48,613 | |
Stock Based Compensation | ' |
Stock Based Compensation |
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Income Taxes | ' |
Income Taxes |
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. |
Earnings (Loss) per Share | ' |
Earnings (Loss) per Share |
FASB ASC Subtopic 260, Earnings Per Share, provides for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, warrants, and debts convertible into common shares. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. |
Principles of Consolidation | ' |
Principles of Consolidation |
The consolidated financial statements include the accounts of Cardiff International, Inc. and its wholly owned subsidiary, Legacy Card Company, d/b/a Mission Tuition, We Three, LLC., Romeo's Pizza and Edge View Properties, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements |
The Company has evaluated all of the recent accounting pronouncements through the filing date of these financial statements and feels that none of them will have a material effect on the Company’s interim financial statements. |
ASU 2014-10, Development Stage Entities | ' |
ASU 2014-10, Development Stage Entities |
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On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |