Cardiff Lexington (CDIX) 10-Q 26 Aug 16 2015 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2015	Oct. 16, 2015
Document And Entity Information
Entity Registrant Name	CARDIFF INTERNATIONAL INC
Entity Central Index Key	811,222
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,766,958
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,015

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Current assets
Cash	$ 118,409	$ 46,311
Accounts receivable	782	3,782
Prepaid and other	20,041	25,325
Total current assets	139,232	75,418
Property and equipment, net of accumulated depreciation of $309,652 and $279,673, respectively	549,130	534,212
Land	603,000
Deposits	6,950	9,725
Due from related party	0	28,501
Total Assets	1,298,312
CURRENT LIABILITIES
Accounts payable	26,499	73,153
Accrued expenses	301,046	176,330
Accrued expenses - related parties	510,000	450,000
Interest payable	168,728	161,696
Accrued payroll taxes	39,530	38,400
Due to officers and shareholders	86,652	106,943
Notes payable, unrelated party	67,545	129,032
Convertible notes payable	9,000	9,000
Convertible notes payable - related party	165,000	165,000
Total current liabilities	1,374,000	1,309,554
LONG-TERM LIABILITIES
Notes payable, related party, net of current portion and discount of $0 and $50,075, respectively	100,000	100,000
Total liabilities	1,474,000	1,409,554
SHAREHOLDERS' EQUITY (DEFICIT):
Common stock; 5,000,000 shares authorized with $0.001 par value; 4,928,682 and 83,586 issued and outstanding at December 31, 2014 and 2013, respectively	6,459	4,929
Additional paid-in capital	39,198,784	39,092,469
Retained deficit	(39,386,935)	(39,262,444)
Total shareholders' equity (deficiency)	(175,688)	(158,698)
Total liabilities and shareholders' equity (deficiency)	1,298,312	1,250,856
Series A Preferred Stock [Member]
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock value	0	0
Series B, D, E, F, F-1 [Member]
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock value	6,004	6,348
Series C Preferred Stock [Member]
SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock value	$ 0	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 309,652	$ 279,673
Notes payable, discount	$ 0	$ 50,075
Common stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ .001
Common stock, shares issued	6,458,408	4,928,682
Common stock, shares outstanding	6,458,408	4,928,682

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
REVENUE
Rental income	$ 41,748	$ 0
Sales of pizza	377,120	0
Other	10,945	0
Total revenue	429,813	0
COST OF SALES
Rental business	28,993	0
Pizza restaurants	272,406	0
Other	0	0
Total cost of sales	301,399	0
GROSS MARGIN	128,414	0
OPERATING EXPENSES	255,849	140,804
GAIN (LOSS) FROM OPERATIONS	(127,435)	(140,804)
OTHER INCOME (EXPENSE)
Gain on settlement of debt	10,000	0
Change in value of derivative liability	0	48,613
Interest expense	(7,056)	(15,595)
TOTAL OTHER INCOME (EXPENSE)	2,944	33,018
NET INCOME (LOSS) FOR THE PERIOD	$ (124,491)	$ (107,786)
INCOME (LOSS) PER COMMON SHARE - BASIC	$ (.03)	$ (1.21)
Weighted average number of common shares - basic and diluted	4,952,159	89,306

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)	$ (124,491)	$ (107,786)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	29,979	0
Amortization of loan discount	0	2,900
Change in value of derivative liability	0	(48,613)
(Increase) decrease in:
Accounts receivable	3,000	0
Deposits	2,775	0
Prepaids and other	5,284	1,659
Increase (decrease) in:
Accounts payable	(46,654)	0
Accrued expenses	124,716	13,699
Interest payable	7,032	8,585
Accrued payroll taxes	1,130	0
Accrued officers' salaries	60,000	54,100
Net cash used in operating activities	62,771	(75,456)
INVESTING ACTIVITIES
Advances - notes receivable	0	(45,000)
Purchase of fixed assets	(44,897)	0
Net cash used in investing activities	(44,897)	(45,000)
FINANCING ACTIVITIES
Due from/to related party	8,211	0
Proceeds from sales of stock	107,500	152,110
(Repayments to) Proceeds of notes payable	(61,487)	10,000
Net cash provided by financing activities	54,224	162,110
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	72,098	41,654
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	46,311	4,676
CASH AND CASH EQUIVALENTS - END OF PERIOD	118,409	46,330
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable	$ 0	$ 30,750

1. Summary of Significant Accou

1. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2014 and 2013 thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2014. Organization and Nature of Operations Legacy Card Company (“Legacy”) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff International, Inc. (“Cardiff”, the “Company”), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate properties, and high return investments, all designed to pay a dividend to the Company’s shareholders. The reason for this strategy was to protect the Company’s shareholders by acquiring profitable small- to minimum-sized businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors. The plan is to establish new classes of preferred stock to streamline voting rights, negate debt, and acquire new businesses. By December of 2013, the Company had negated more than 90% of all its debt; by July of 2014, the Company had completed the acquisition of three businesses: We Three, LLC; Romeo’s NY Pizza; and Edge View Properties, Inc. The Company delayed the filing of its Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2014 due to difficulty obtaining information from another acquisition, which was subsequently unwound. Description of Business Cardiff is a holding company that adopted a new business model known as "Collaborative Governance.” To date, the Company is not aware of any other domestic holding company using the same business philosophy or governing policies. The Company’s business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of two years; (2) profitable; (3) good management team; (4) little to no debt; and (5) assets of a minimum of $1,000,000. Cardiff continues to practice all business ethics under the Securities Exchange Act of 1934 To date, Cardiff consists of three subsidiaries: We Three, LLC; Romeo’s NY Pizza; and Edge View Properties, Inc. Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company is in the development stage and, as such, has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2015, the Company had shareholders’ deficit of $175,688. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2014 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations. Recently Issued Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2016-13, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

2. Plant and Equipment, Net

2. Plant and Equipment, Net	3 Months Ended
	Mar. 31, 2015
Property, Plant and Equipment [Abstract]
Plant and Equipment, Net	Plant and equipment, net as of March 31, 2015 and December 31, 2014 was $549,130 and $534,212, respectively, consisting of the following: March 31, 2015 December 31, 2014 Furniture, fixture and equipment $ 277,263 $ 268,055 Leasehold improvements 581,519 545,830 $ 858,782 $ 813,885 Less: accumulated depreciation (309,652 ) (279,673 ) Plant and equipment, net $ 549,130 $ 534,212 During the three months ended March 31, 2015 and 2014, depreciation expense was $29,979 and $0, respectively.

3. Accrued Expenses

3. Accrued Expenses	3 Months Ended
	Mar. 31, 2015
Payables and Accruals [Abstract]
Accrued Expenses	As of March 31, 2015 and December 31, 2014, the Company had accrued expenses of $811,046 and $626,330, respectively, consisted of the following: March 31, 2015 December 31, 2014 Accrued salaries $ 510,000 $ 450,000 Accrued expenses - other 301,046 176,330 Total $ 811,046 $ 626,330

4. Related Party Transactions

4. Related Party Transactions	3 Months Ended
	Mar. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Due to Officers and Officer Compensation The Company borrows funds from Daniel Thompson, who is a Shareholder and Officer of the Company. The terms of repayment stipulate the loans are due 24 months after the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of six percent. As of March 31, 2015, the Company had $86,305 due to Daniel Thompson. In addition, the Company has an employment agreement, renewed May 15, 2014, with Daniel Thompson whereby the Company changed Daniel Thompson’s compensation to $20,000 per month from $25,000. Accordingly, a total salary of $60,000 and $75,000 were accrued and reflected as an expense to Daniel Thompson during the three months ended March 31, 2015 and 2014, respectively. The accrued salaries payable to Daniel Thompson was $322,500 as of March 31, 2015. The Company has an employment agreement with a former President, Ms. Roberton, whereby the Company provides for compensation of $25,000 per month beginning May 15, 2014. A total salary of $187,500 was reflected as an expense during the year ended December 31, 2014. The total balance due to Ms. Roberton for accrued salaries at March 31, 2015 and December 31, 2014 was $187,500 and $0, respectively. The Company had an employment agreement with a former Chief Operating Officer, Mr. Levy, whereby the Company provided for compensation of $15,000 per month. A total salary of $45,000 was accrued and reflected as an expense during the three months ended March 31, 2015. The total balance due to Mr. Levy for accrued salaries at March 31, 2015 was $45,000. The Company had an employment agreement with the Chief Executive Officer, Mr. Cunningham, whereby the Company provided for compensation of $15,000 per month. A total salary of $45,000 was accrued and reflected as an expense during the three months ended March 31, 2015. The total balance due to Mr. Cunningham for accrued salaries at March 31, 2015 was $45,000. Notes Payable – Related Party The Company has entered into several loan agreements with related parties (see above; Note 5, Notes Payable – Related Party; and Note 6, Convertible Notes Payable – Related Party).

5. Notes Payable

5. Notes Payable	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
Notes Payable	Notes payable at March 31, 2015 and December 31, 2014 are summarized as follows: March 31, 2015 December 31, 2014 Notes Payable – Unrelated Party $ 67,545 $ 129,032 Notes Payable – Related Party 100,000 100,000 Discount on notes – – Total $ 167,545 $ 229,032 Current portion (67,545 ) (129,032 ) Long-term portion $ 100,000 $ 100,000 Notes Payable – Unrelated Party On March 12, 2009, the Company entered into a preferred debenture agreement with a shareholder for $20,000. The note bore interest at 12% per year and matured on September 12, 2009. In conjunction with the preferred debenture, the Company issued 2,000,000 warrants to purchase its Common Stock, exercisable at $0.10 per share and expired on March 12, 2014. As a result of the warrants issued, the Company recorded a $20,000 debt discount during 2009 which has been fully amortized. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture. On March 24, 2011, the Company amended the note and the principal balance was reduced to $15,000. The Company was due to pay annual principal payments of $5,000 plus accrued interest beginning March 12, 2012. On July 20, 2011, the Company repaid $5,000 of the note. As of December 31, 2012, the warrants had not been exercised. As of March 31, 2015, the Company is in default on this debenture. The balance of the note was $10,989 and $10,989 at March 31, 2015 and December 31, 2014, respectively. The balance of $56,556 in notes payable to unrelated party was due to the auto loan for the vehicles used in the Pizza restaurants. Notes Payable – Related Party On September 7, 2011, the Company entered into a Promissory Note agreement (“Note 1”) with a related party for $50,000. Note 1 bears interest at 8% per year and matures on September 7, 2016. Interest is payable annually on the anniversary of Note 1, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 1, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 1, the Company recorded a $50,000 debt discount during 2011. The balance of Note 1, net of debt discount, was $50,000 and $50,000 at March 31, 2015 and December 31, 2014, respectively. On November 17, 2011, the Company entered into a Promissory Note agreement (“Note 2”) with a related party for $50,000. Note 2 bears interest at 8% per year and matures on November 17, 2016. Interest is payable annually on the anniversary of Note 2, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 2, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 2, the Company recorded a $50,000 debt discount during 2011. The balance of Note 2, net of debt discount, was $50,000 and $50,000 at March 31, 2015 and December 31, 2014, respectively. The following is a schedule showing the future minimum loan payments in the future 5 years. Year ending December 31, 2015 67,545 2016 100,000 2017 0 2018 0 2019 0 Total $ 167,545

6. Convertible Notes Payable

6. Convertible Notes Payable	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
Convertible Notes Payable	Some of the Convertible Notes issued as described below included an anti-dilution provision that allowed for the adjustment of the conversion price. The Company considered the guidance provided by the FASB in “ Determining Whether an Instrument Indexed to an Entity’s Own Stock Convertible notes at March 31, 2015 and December 31, 2014 are summarized as follows: March 31, 2015 December 31, 2014 Convertible Notes Payable – Unrelated Party $ 9,000 $ 9,000 Convertible Notes Payable – Related Party 165,000 165,000 Discount on notes – – Total - Current $ 174,000 $ 174,000 Convertible Notes Payable – Unrelated Party On April 17, 2014, the Company entered into an unsecured Convertible Note (“Note 3”) in the amount of $9,000. Note 3 was convertible into Common Shares of the Company at $0.005 per share at the option of the holder. Note 3 bore interest at eight percent per year, matured on June 17, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. As of March 31, 2015, the Company is in default on Note 3. The balance of the note was $9,000 and $9,000 at March 31, 2015 and December 31, 2014, respectively. Convertible Notes Payable – Related Party On April 21, 2008, the Company entered into an unsecured Convertible Debenture (“Debenture 1”) with a shareholder in the amount of $150,000. Debenture 1 was convertible into Common Shares of the Company at $0.03 per share at the option of the holder no earlier than August 21, 2008. Debenture 1 bore interest at 12% per year, matured in August 2009, and was unsecured. All principal and unpaid accrued interest was due at maturity. In conjunction with the Debenture 1, the Company also issued warrants to purchase 5,000,000 shares of the Company’s Common Stock at $0.03 per share. The warrants expired on April 20, 2013. As a result of issued warrants, the Company recorded a $150,000 debt discount during 2008 which has been fully amortized. The Company is in default on Debenture 1, and the warrants have not been exercised. The balance of Debenture 1 was $150,000 and $150,000 at March 31, 2015 and December 31, 2014, respectively. On March 11, 2009, the Company entered into an unsecured Convertible Debenture (“Debenture 2”) with a shareholder in the amount of $15,000. Debenture 2 was convertible into Common Shares of the Company at $0.03 per share at the option of the holder. Debenture 2 bore interest at 12% per year, matured on March 11, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. The balance of Debenture 2 was $15,000 and $15,000 at March 31, 2015 and December 31, 2014, respectively. The following is a schedule showing the future minimum loan payments in the future 5 years. Year ending December 31, 2015 $ 174,000 2016 0 2017 0 2018 0 2019 0 Total $ 174,000

7. Payroll Taxes

7. Payroll Taxes	3 Months Ended
	Mar. 31, 2015
Compensation Related Costs [Abstract]
Payroll Taxes	The Company previously reported that it has failed to remit payroll tax payments since 2006, as required by various taxing authorities. Payroll taxes and estimated penalties were accrued in recognition of accrued salaries subsequently settled via stock issue and other agreements that did not result in reportable or taxable payroll transactions. These accruals were reversed for prior years, and a similar estimated accrual established for 2014. As of March 31, 2015 and December 31, 2014, the Company estimated the amount of taxes, interest, and penalties that the Company could incur as a result of payroll related taxes and penalties to be $39,530 and $38,400, respectively.

8. Net Loss Per Share

8. Net Loss Per Share	3 Months Ended
	Mar. 31, 2015
Earnings Per Share [Abstract]
Net Loss Per Share	Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. There were no dilutive earnings per share for the three months ended March 31, 2015 and 2014 due to net loss during the periods. The following table sets forth the computation of basic net loss per share for the periods indicated: For the three months ended March 31, 2015 March 31, 2014 Numerator: - Net loss $ (124,491 ) $ (107,786 ) Denominator: - Weighted average common shares outstanding 4,952,159 89,306 Basic loss per share $ (0.03 ) $ (1.21 )

9. Capital Stock

9. Capital Stock	3 Months Ended
	Mar. 31, 2015
Equity [Abstract]
Capital Stock	During the three months ended March 31, 2015, 383,479 shares of Series “B” Preferred Stock were converted into 1,529,726 shares of Common Stock of the Company per the preferred shareholder’s instruction. During the three months ended March 31, 2015, the Company issued 33,197 shares of Series “B” Preferred stock and 4 shares of Series “C” Preferred Stock to several investors for total cash payment of $82,500 pursuant to the executed subscription agreements. During the three months ended March 31, 2015, the Company issued 6,249 shares of Series “F-1” Preferred stock and 1 share of Series “C” Preferred Stock to an investor for total cash payment of $25,000 pursuant to the executed subscription agreement.

10. Commitments and Contingenci

10. Commitments and Contingencies	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Operating Leases The Company had operating leases of $65,703 for the three months ended March 31, 2015, consisting of the followings. There was no rent expense for the three months ended March 31, 2014 as such office space was contributed at no cost by Daniel Thompson, the imputed effects of which are immaterial to the consolidated financial statements taken as a whole. For the three months ended March 31, 2015 March 31, 2014 Restaurants $ 43,777 $ – Lot 13,081 – Office 7,300 – Equipment Rentals 1,545 – Total $ 65,703 $ –

11. Segment Reporting

11. Segment Reporting	3 Months Ended
	Mar. 31, 2015
Segment Reporting [Abstract]
Segment Reporting	The Company has two reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information The mobile home lease segment establishes mobile home business as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, monthly mortgage payments and high property taxes. If bad credit is an issue preventing people from purchasing a traditional house, the Company will provide a financial leasing option with "0" interest on the lease providing a "lease to own" option for their family home. The Company-owned Pizza Restaurant segment includes sales and operating results for all Company-owned restaurants. Assets for this segment include equipment, furniture and fixtures for the Company-owned restaurants. Corporate administration and other assets primarily include the deferred tax asset, cash and short-term investments, as well as furniture and fixtures located at the corporate office and trademarks and other intangible assets. All assets are located within the United States. Summarized in the following tables are net sales and operating revenues, depreciation and amortization expense, income from continuing operations before taxes, capital expenditures and assets for the Company's reportable segments as of and for the three months ended March 31, 2015: March 31, 2015 Revenues: We Three $ 41,748 Romeo’s NY Pizza 377,120 Others 10,945 Consolidated revenues $ 429,813 Depreciation: We Three $ 28,993 Romeo’s NY Pizza 272,406 Others 0 Consolidated depreciation $ 301,399 Income (Loss) before taxes We Three $ 9,286 Romeo’s NY Pizza 68,158 Others (201,935 ) Consolidated loss before taxes $ (124,491 ) Assets: We Three $ 203,704 Romeo’s NY Pizza 153,923 Others 940,685 Combined assets $ 1,298,312

12. Subsequent Events

12. Subsequent Events	3 Months Ended
	Mar. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	First Acquisition: As previously disclosed on June 30, 2016, the Company completed the acquisition of Titancare, LLC. The acquisition became effective (the “Effective day”) on June 27, 2016, a Pennsylvania At Home Care franchise. The acquisition is subject to Franchisor approval and the completion of an independent audit. In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of Titan, par value $0.17 per share ("Titan Preferred Class Stock"), was converted into $0.17 preferred shares (the "Stock Consideration") of the Company’s Preferred Class “G” Stock, par value $0.001 per share ("CDIF Preferred “G” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred Titan stockholders at $0.17 per share with a conversion rate of 1 to 1.3 Common Stock payable to Titan shareholders of record as of the close of business on June 27, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of Titan to certain parties designated the Company, which closed on June 27, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition. Pending Franchisor approval and the completion of the independent audit, CDIF will issue approximately 977,247 shares of CDIF Preferred “G” Shares to Titancare shareholders as Stock Consideration in the Acquisition. Based on the price of CDIF’s Common stock as of June 27 and 29, 2016 at $0.17 per share, the acquisition consideration represents an approximate value of $166,132 . Second Acquisition: As previously disclosed on June 29, 2016, the Company completed the acquisition of York County In Home Care, Inc. The acquisition became effective (the “Effective day”) on June 27, 2016, a Pennsylvania At Home Care franchise. The acquisition is subject to Franchisor approval and the completion of an independent audit. In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of York, par value $0.17 per share ("York Preferred Class Stock"), was converted into $0.17 preferred shares (the "Stock Consideration") of the Company’s Preferred Class “G” Stock, par value $0.001 per share ("CDIF Preferred “G” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred York stockholders at $0.17 per share with a conversion rate of 1 to 1.3 Common Stock payable to York shareholders of record as of the close of business on June 29, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of York to certain parties designated by the Company, which closed on June 29, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition. Pending Franchisor approval and the completion of the independent audit, CDIF will issued approximately 8,235,294 shares of CDIF Preferred “G” Shares as Stock Consideration in the Acquisition. Based on the price of the Company’s Preferred “G” Class of stock on June 29, 2016. The acquisition consideration (based on the value of $0.17 in CDIF Preferred Stock, represents approximately $1,400,000.00. Third Acquisition: On August 10 th th In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of Refreshment Concepts, par value $0.20 per share ("Refreshment Concepts Preferred Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class “H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred Refreshment Concepts stockholders at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable to Refreshment Concepts shareholders of record as of the close of business on July 22, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of Refreshment Concepts to certain parties designated by CDIF, which closed on July 22, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition. CDIF issued approximately 1,440,000 shares of CDIF Preferred “H” Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on July 1 st th Forth Acquisition On August 10 th In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of F.D.R. Enterprises par value $0.20 per share ("F.D.R. Enterprises Preferred Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class “H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred F.D.R. Enterprises stockholders at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable to F.D.R. Enterprises shareholders of record as of the close of business on July 22, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of F.D.R. Enterprises to certain parties designated by CDIF, which closed on July 22, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition. CDIF issued approximately 1,206,870 shares of CDIF Preferred “H” Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on July 1 st th Fifth Acquisition On August 10 th th In connection with the closing of the acquisition, at the Effective Time, each outstanding class of preferred shares of Repicci’s Franchise Group par value $0.20 per share ("Repicci’s Franchise Group Preferred Class Stock"), was converted into $0.20 preferred shares (the "Stock Consideration") of CDIF’s Preferred Class “H” Stock, par value $0.001 per share ("CDIF Preferred “H” Stock"). The preferred share Consideration was adjusted as a result of the authorization and declaration of a special distribution to the preferred Repicci’s Franchise Group stockholders at $0.20 per share with a conversion rate of 1 to 1.25 Common Stock payable to Repicci’s Franchise Group shareholders of record as of the close of business on July 22, 2016 (the "Special Conversion"). The Special Conversion right is granted as a result of the closing of the sale of certain interests in assets of Repicci’s Franchise Group to certain parties designated by CDIF, which closed on July 22, 2016 (the "Asset Sale"). Pursuant to the terms of the Acquisition. CDIF issued approximately 1,770,000 shares of CDIF Preferred “H” Shares as Stock Consideration in the Acquisition. Based on the price of CDIF’s Preferred “H” Class of stock on July 1 st th

1. Summary of Significant Acc18

1. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2014 and 2013 thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2014.
Organization and Nature of Operations	Organization and Nature of Operations Legacy Card Company (“Legacy”) was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff International, Inc. (“Cardiff”, the “Company”), a publicly held corporation. In the first quarter of 2013, it was decided to restructure Cardiff into a holding company that adopted a new business model known as "Collaborative Governance," a form of governance enabling businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate properties, and high return investments, all designed to pay a dividend to the Company’s shareholders. The reason for this strategy was to protect the Company’s shareholders by acquiring profitable small- to minimum-sized businesses with little to no debt, seeking support with both financing and management that had the ability to offer a return to investors. The plan is to establish new classes of preferred stock to streamline voting rights, negate debt, and acquire new businesses. By December of 2013, the Company had negated more than 90% of all its debt; by July of 2014, the Company had completed the acquisition of three businesses: We Three, LLC; Romeo’s NY Pizza; and Edge View Properties, Inc. The Company delayed the filing of its Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2014 due to difficulty obtaining information from another acquisition, which was subsequently unwound.
Description of Business	Description of Business Cardiff is a holding company that adopted a new business model known as "Collaborative Governance.” To date, the Company is not aware of any other domestic holding company using the same business philosophy or governing policies. The Company’s business footprint is to acquire strong companies that meet the following criteria: (1) in business for a minimum of two years; (2) profitable; (3) good management team; (4) little to no debt; and (5) assets of a minimum of $1,000,000. Cardiff continues to practice all business ethics under the Securities Exchange Act of 1934 To date, Cardiff consists of three subsidiaries: We Three, LLC; Romeo’s NY Pizza; and Edge View Properties, Inc.
Going Concern	Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company is in the development stage and, as such, has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2015, the Company had shareholders’ deficit of $175,688. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2014 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to pursue new acquisitions. There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2016-13, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

2. Plant and Equipment, Net (Ta

2. Plant and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2015
Property, Plant and Equipment [Abstract]
Schedule of Plant and Equipment	March 31, 2015 December 31, 2014 Furniture, fixture and equipment $ 277,263 $ 268,055 Leasehold improvements 581,519 545,830 $ 858,782 $ 813,885 Less: accumulated depreciation (309,652 ) (279,673 ) Plant and equipment, net $ 549,130 $ 534,212

3. Accrued Expenses (Tables)

3. Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2015
Payables and Accruals [Abstract]
Accrued expenses	March 31, 2015 December 31, 2014 Accrued salaries $ 510,000 $ 450,000 Accrued expenses - other 301,046 176,330 Total $ 811,046 $ 626,330

5. Notes Payable (Tables)

5. Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
Schedule of notes payable	March 31, 2015 December 31, 2014 Notes Payable – Unrelated Party $ 67,545 $ 129,032 Notes Payable – Related Party 100,000 100,000 Discount on notes – – Total $ 167,545 $ 229,032 Current portion (67,545 ) (129,032 ) Long-term portion $ 100,000 $ 100,000
Future minimum loan payments	Year ending December 31, 2015 67,545 2016 100,000 2017 0 2018 0 2019 0 Total $ 167,545

6. Convertible Notes Payable (T

6. Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
Convertible notes	March 31, 2015 December 31, 2014 Convertible Notes Payable – Unrelated Party $ 9,000 $ 9,000 Convertible Notes Payable – Related Party 165,000 165,000 Discount on notes – – Total - Current $ 174,000 $ 174,000
Schedule of future minimum loan payments for convertible notes payable	Year ending December 31, 2015 $ 174,000 2016 0 2017 0 2018 0 2019 0 Total $ 174,000

8. Net Loss Per Share (Tables)

8. Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2015
Earnings Per Share [Abstract]
Net Loss Per Share	For the three months ended March 31, 2015 March 31, 2014 Numerator: - Net loss $ (124,491 ) $ (107,786 ) Denominator: - Weighted average common shares outstanding 4,952,159 89,306 Basic loss per share $ (0.03 ) $ (1.21 )

10. Commitments and Contingen24

10. Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Operating Leases	For the three months ended March 31, 2015 March 31, 2014 Restaurants $ 43,777 $ – Lot 13,081 – Office 7,300 – Equipment Rentals 1,545 – Total $ 65,703 $ –

11. Segment Reporting (Tables)

11. Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2015
Segment Reporting [Abstract]
Segment reporting	March 31, 2015 Revenues: We Three $ 41,748 Romeo’s NY Pizza 377,120 Others 10,945 Consolidated revenues $ 429,813 Depreciation: We Three $ 28,993 Romeo’s NY Pizza 272,406 Others 0 Consolidated depreciation $ 301,399 Income (Loss) before taxes We Three $ 9,286 Romeo’s NY Pizza 68,158 Others (201,935 ) Consolidated loss before taxes $ (124,491 ) Assets: We Three $ 203,704 Romeo’s NY Pizza 153,923 Others 940,685 Combined assets $ 1,298,312

1. Summary of Significant Acc26

1. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Shareholders' deficit	$ (175,688)	$ (158,698)

2. Plant and Equipment, Net (De

2. Plant and Equipment, Net (Details) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Furniture, fixture and equipment	$ 277,263	$ 268,055
Leasehold improvements	581,519	545,830
Plant and equipment, gross	858,782	813,885
Less: accumulated depreciation	(309,652)	(279,673)
Plant and equipment, net	$ 549,130	$ 534,212

2. Plant and Equipment, Net (28

2. Plant and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 29,979	$ 0

3. Accrued Expenses (Details)

3. Accrued Expenses (Details) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Accrued salaries	$ 510,000	$ 450,000
Accrued expenses - other	301,046	176,330
Accrued expenses	$ 811,046	$ 626,330

4. Related Party Transactions (

4. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Due to officer/shareholder	$ 86,652		$ 106,943
Accrued salaries	510,000		450,000
Thompson [Member]
Due to officer/shareholder	86,305
Accrued salaries	322,500
Officer salary	60,000	$ 75,000
Former President [Member]
Accrued salaries	187,500		0
Officer salary			$ 187,500
Chief Operating Officer [Member]
Accrued salaries	45,000
Officer salary	45,000
Chief Executive Officer [Member]
Accrued salaries	45,000
Officer salary	$ 45,000

5. Notes Payable (Details - Not

5. Notes Payable (Details - Notes Payable) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Debt Disclosure [Abstract]
Notes Payable - Unrelated Party	$ 67,545	$ 129,032
Notes Payable - Related Party	100,000	100,000
Discount on notes	0	0
Total	167,545	229,032
Current portion	(67,545)	(129,032)
Long-term portion	$ 100,000	$ 100,000

5. Notes Payable (Details - Pay

5. Notes Payable (Details - Payments) - Notes Payable [Member]	Mar. 31, 2015USD ($)
Year ended 2015	$ 67,545
Year ended 2016	100,000
Year ended 2017	0
Year ended 2018	0
Year ended 2019	0
Total debt	$ 167,545

5. Notes Payable (Details Narra

5. Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Notes Payable - Unrelated Party	$ 67,545	$ 129,032
Notes Payable - Related Party	100,000	100,000
Auto Loan [Member]
Notes Payable - Unrelated Party	56,556	56,556
Note 1 [Member]
Notes Payable - Related Party	$ 50,000	50,000
Debt maturity date	Sep. 7, 2016
Note 2 [Member]
Notes Payable - Related Party	$ 50,000	50,000
Debt maturity date	Nov. 17, 2016
Shareholder [Member]
Notes Payable - Unrelated Party	$ 10,989	$ 10,989

6. Convertible Notes Payable (D

6. Convertible Notes Payable (Details - Convertible notes) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Convertible notes	$ 174,000	$ 174,000
Unrelated Party [Member]
Convertible notes	9,000	9,000
Related Party [Member]
Convertible notes	165,000	165,000
Convertible Debt [Member]
Discount on notes	$ 0	$ 0

6. Convertible Notes Payable 35

6. Convertible Notes Payable (Details - Minimum payments) - Convertible Notes Payable [Member]	Mar. 31, 2015USD ($)
Year ended 2015	$ 174,000
Year ended 2016	0
Year ended 2017	0
Year ended 2018	0
Year ended 2019	0
Total debt	$ 174,000

6. Convertible Notes Payable 36

6. Convertible Notes Payable (Details Narrative) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Convertible notes	$ 174,000	$ 174,000
Convertible Debt [Member] | Unrelated Party [Member]
Convertible notes	150,000	150,000
Convertible Debt [Member] | Shareholder [Member]
Convertible notes	$ 15,000	$ 15,000

7. Payroll Taxes (Details Narra

7. Payroll Taxes (Details Narrative) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Compensation Related Costs [Abstract]
Accrued payroll taxes	$ 39,530	$ 38,400

8. Net Loss Per Share (Details)

8. Net Loss Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Numerator:
Net loss	$ (124,491)	$ (107,786)
Denominator:
Weighted-average common shares outstanding	4,952,159	89,306
Basic loss per share	$ (.03)	$ (1.21)

9. Capital Stock (Details Narra

9. Capital Stock (Details Narrative)	3 Months Ended
	Mar. 31, 2015USD ($)shares
Series B Preferred Stock [Member]
Preferred stock converted, shares converted	383,479
Preferred stock converted, common shares issued	1,529,726
Stock issued, shares issued	33,197
Series C Preferred Stock [Member]
Stock issued, shares issued	5
Series F-1 Preferred Stock [Member]
Stock issued, shares issued	6,249
Series B and C Preferred Stock [Member] | Several Investors [Member]
Proceeds from issuance of stock | $	$ 82,500
Series F-1 and Series C Preferred Stock [Member] | An Investor [Member]
Proceeds from issuance of stock | $	$ 25,000

10. Commitments and Contingen40

10. Commitments and Contingencies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Operating Leases	$ 65,703	$ 0
Restaurants [Member]
Operating Leases	43,777	0
Lot [Member]
Operating Leases	13,081	0
Office [Member]
Operating Leases	7,300	0
Equipment Rentals [Member]
Operating Leases	$ 1,545	$ 0

11. Segment Reporting (Details)

11. Segment Reporting (Details) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenues	$ 429,813	$ 0
Depreciation	301,399
Income (loss) before taxes	(124,491)
Assets	1,298,312
We Three, LLC [Member]
Revenues	41,748
Depreciation	28,993
Income (loss) before taxes	9,286
Assets	203,704
Romeo's NY Pizza [Member]
Revenues	377,120
Depreciation	272,406
Income (loss) before taxes	68,158
Assets	153,923
Others [Member]
Revenues	10,945
Depreciation	0
Income (loss) before taxes	(201,935)
Assets	$ 940,685