FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
Of the Securities Exchange Act of 1934
For Quarter Ended March 31, 2000
Commission File Number 0-5662
CARDIFF COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0267292
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6975 South Union Park Center #600, Salt Lake City UT 84047
(Address of principal executive offices)
Registrant's telephone number
including area code (801) 256-9600
Former Address, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports)
Yes X No
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
4,899,782
(Number of shares of common
stock the registrant had
outstanding as of April 28, 2000)
PART 1
ITEM 1 - FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
the Company, pursuant to the rules and regulations of the Securities and
Exchange Commission.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of March 31, 2000 and the results of its operations and changes
in its financial position from September 30, 1999 through March 31, 2000 have
been made. The results of its operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.
To the Board of Directors
Cardiff Communications, Inc.
Salt Lake City, Utah
We have reviewed the accompanying balance sheet of Cardiff Communications,
Inc. as of March 31, 2000, and the related statements of income, stockholders'
equity, and cash flows for the three month period then ended, in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included
in these financial statements is the representation of the management of
Cardiff Communications, Inc.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to
be in conformity with generally accepted accounting principles.
The accompanying balance sheet as of September 30, 1999 was audited by us and
we expressed an unqualified opinion on it in our report dated January 21, 2000.
The accompanying statement of operations and cash flows for the three month
and six month period ended March 31, 1999 and the three months ended December
31, 1999 were not audited by us and, accordingly, we do not express an opinion
on them.
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
May 2, 2000
CARDIFF COMMUNICATIONS, INC.
Balance Sheet
ASSETS
March 31, September 30,
2000 1999
(Reviewed) (Audited)
CURRENT ASSETS
Interest Receivable $2,534 $ 634
TOTAL ASSETS $ 2,534 $ 634
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Interest Payable $7,500 $ 6,000
Notes Payable (Note 4) 60,000 60,000
TOTAL LIABILITIES 67,500 66,000
STOCKHOLDERS' EQUITY
Common Stock 10,000,000 shares
authorized at $.001 par value;
6,799,782 shares issued and outstanding 271,991 271,991
Capital in Excess of Par Value (255,991) (255,991)
Accumulated Deficit (4,966 ) (5,366 )
Subscriptions Receivable (Note 3) (76,000) (76,000)
Total Stockholders' Equity (64,966) (65,366)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,534 $ 634
CARDIFF COMMUNICATIONS, INC.
Statements of Operations
For the Three For the Three For the Six For the Six
Months Ended Months Ended Months Ended Months Ended
March 31, March 31, March 31, March 31,
2000 1999 2000 1999
REVENUE (Reviewed) (Unaudited) (Unaudited) (Unaudited)
Interest Income $ 950 $ - $ 1,900 $ -
EXPENSES
Interest Expense 750 750 1,500 1,500
NET INCOME (LOSS) -
Before Taxes $ (200) $(750) $ 400 $ (1,500)
Taxes - - -
-
INCOME (LOSS) $ 200 $ (750) $ 400 $(1,500)
Income Per Common Share $ - $
- $ - $ -
Average Outstanding Shares 6,799,782 4,899,782 6,799,782 4,899,782
CARDIFF COMMUNICATIONS, INC.
Statements of Stockholders' Equity
October 1, 1998 through March 31, 2000
Capital in
Common Common Excess of Retained
Shares Stock Par Value Deficit
Balance, October 1, 1998
(Audited) 4,899,782 195,991 (255,991) (3,000)
Issuance of common shares for
note at $.04 per share 1,900,000 76,000 - -
Loss for the Year - -
- (2,366)
Balance, September 30, 1999
(Audited) 6,799,782 271,991 (255,991) (5,366)
Net Income, March 31, 2000 - - - 400
Balance, March 31, 2000
(Unaudited) 6,799,782 $ 271,991 $ (255,991)
$ (4,966)
CARDIFF COMMUNICATIONS, INC.
Statements of Cash Flows
(unaudited)
For the Three For the Three For the Six For the Six
Months Ended Months Ended Months Ended Months Ended
March 31, March 31, March 31, March 31,
2000 1999 2000 1999
(Reviewed) (Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ 200 $ (750) $ 400 $ (1,500)
Increase in Account Receivable (950)
- (1,900) -
Increase in Account Payable 750
750 1,500 1,500
- - - -
CASH FLOWS FROM
INVESTING ACTIVITIES - -
- -
CASH FLOWS FROM
FINANCING ACTIVITIES - -
- -
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - - -
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD -
- - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ -
$- $ -
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ - $ -
Income Taxes (Including
Penalties & Interest) $ - $ - $ -
$-
CARDIFF COMMUNICATIONS, INC.
Notes to the Financial Statements
March 31, 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business - The Company was organized on December 8, 1906
in the State of Utah under the name of "Cardiff Industries." Subsequently,
the name was changed to "Cardiff Communications, Inc.". The Company is in
the process of changing its domicile to the State of Nevada. The Company's
management anticipates merging with an as yet unidentified on-going business
in the future.
NOTE 2 -USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actualresults could differ from those estimates.
NOTE 3 - COMMON STOCK TRANSACTIONS
In 1999, the Company issued 1,900,000 shares of common stock at $.04, for
a note receivable of $76,000. The note bears interest at 5% and is payable
on demand.
NOTE 4 - NOTE PAYABLE
On October 1, 1997, the Company converted an account payable for accrued
wages to an officer for $60,000 to a convertible note payable bearing 5%
interest and is convertible into common stock at 75% of market value or par
value, whichever is greater.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Capital Resources. The Registrant has approximately
$(64,966) as operating capital at March 31, 2000. The Registrant intends to
raise additional funds as needed through private placements with accredited and
sophisticated investors.
Results of Operation. Due to the lack of operations during the quarters
ended March 31, 1999 and March 31, 2000, the registrant had net income (loss)
of $(750) and $200, respectively. For the six months ended March 31, 1999
and March 31, 2000, the Company had net income (loss) of $(1,500) and $400,
respectively.
Plan of Operations. The Company is currently in the process of looking
for business opportunities to acquire or merge with. There is no guarantee
that management will be successful in finding such an opportunity. The
Company is also in the process of bringing all of its periodic reports current
for filing with the Securities and Exchange Commission. During this process,
the Company intends to raise operational capital through private placements.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings. None
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K. None
SIGNATURES
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 authorized officer.
Dated April 28, 2000
Cardiff Communications, Inc.
/s/ Robert Wallace
We hereby consent to the use of our review report of Cardiff Communications,
Inc. dated May 2, 2000 for the
quarter ended March 31, 2000 in the Form 10-Q Report.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
