UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended SEPTEMBER 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-5662
CARDIFF COMMUNICATIONS
(Exact name of Registrant as specified in its charter)
NEVADA 87-0267292
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10200 WEST 44TH AVENUE, SUITE 400, WHEAT RIDGE, CO 8033
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (303) 422-8127
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 for such shorter period that
the Registrant was required to file such reports, and (2) has been
subject to such filing requirements for the past 90 days.
[ X] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
Revenue for the year ended September 30, 2000: $3,800.
As of September 30 2000 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the low
or almost non-existing trading of the Registrant's Securities.
As of September 30 2000 the number of shares outstanding of the Registrant's
Common Stock was 6,800,544.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Cardiff Communications, Inc., ("the Company") was organized in
December 1906 in the State of Utah under the name "Cardiff Industries."
Subsequently, the name was changed to "Cardiff Communications." On July
12, 2000 the Company changed it's domicile to the State of Nevada. The
Company has had no operations in the last 10 years.
The Company is currently seeking a business opportunity merge with
or acquire, but to date has not located in any such business opportunities.
There is no assurance that the Company will be successful in finding any
business opportunity to merge with or acquire.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently has no office and pays no rent or expenses.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 2000, the Company has not
been able to obtain any reliable trading history for the period reported.
During the year ended September 30, 2000 there appeared to be little or no
trading in the stock of the Company. As of September 30, 2000, the Company
had approximately 1,165 shareholders of record.
The Company has not declared any cash dividends on its Common Stock
since inception and its Board of Directors has no present intention of
declaring any dividends. For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its
business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company had revenue of $3,800 during the year ended September
30, 2000. Total stockholders' equity was $(64,566), as compared to $(65,366)
at September 30, 1999. The Company has no operating capital for future
operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no liquid assets and is currently in the process of
looking for business opportunities to merge with or acquire. At minimum, the
Company will need to raise additional capital through private funding to meet
the financial needs of being a reporting company. There is no guarantee that
the Company will be successful in obtaining necessary funding to develop any
business opportunities.
RESULTS OF OPERATIONS
The Company reported a net income of $800 for the year ended
September 30, 2000, compared to a loss of $(2,366) for the previous year. The
Company anticipates very little or no overhead from future operations until
a successor business can be acquired or merged.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its
subsidiaries have been filed as part of this report (see Item 8 "Financial
Statements and Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of September 30, 2000.
Statements of Operations for the years ended September 30, 2000 and
September 30, 1999.
Statement of Stockholders' Equity for the period from October 1,
1998 to September 30, 2000.
Statement of Cash Flows for the years ended September 30, 2000 and
September 30, 1999.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under
which they are required or because the required information is given in the
financial statements or notes thereto.
PART III
ITEM 8. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's
Board of Directors and executive officers. There are no family relationship
between or among any of the Company's directors or executive officers.
DIRECTORS AND EXECUTIVE OFFICERS
Age Director
Name (2000) Since Position with the
Company
Robert Wallace 50 2000 President, CEO and Director
6975 South Union Park Drive
Suite 600
Salt Lake City UT 84047
Robert Wallace, President and Director, has been a teacher, counselor and
school administrator in the Southern California for the last 30 years. Since
his retirement from the school system, Mr. Wallace has been involved in several
mergers and acquisitions for the past several years.
Mr. Wallace has a bachelors degree in animal husbandry from Brigham Young
University, a masters degree in counseling psychology from Arizona State
University, and a PHD in Counseling Psychology from USC.
ITEM 9. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
None.
EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION ARRANGEMENTS
None.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
None.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
Robert Wallace -0- 0 %
6975 South Union Park Drive
Suite 600
Salt Lake City UT 84047
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than executive compensation, during the reported year the
Registrant did not enter into any transactions with management which are to be
reported under this Item.
ITEM 12. EXHIBITS, AND REPORTS ON FORM 8-K
(A) Exhibits
EXHIBIT
NO. DESCRIPTION
23.01 Consent of Crouch, Bierwolf & Chisholm
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the last year
of the fiscal year ended September 30, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Cardiff Communications, Inc.
By: Robert Wallace
/s/ Robert Wallace
Dated: December 21, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert Wallace President and Director
(Principal Executive and
Financial Officer) December 21, 2000
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheet - September 30, 2000.
Statements of Operations - For the years ended September 30, 2000 and
September 30, 1999 and from October 1, 1998 to September 30, 2000.
Statement of Stockholders' Equity - For the period from September 30,
1998 to September 30, 2000.
Statement of Cash Flows - For the years ended September 30, 2000 and
September 30, 1999.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
Cardiff Communications, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Cardiff Communications,
Inc. as of September 30, 2000 and the related statements of operations,
stockholders' equity, and cash flows for the years ended September 30, 2000
and 1999. These financial statements are the responsibility of the company's
management. Our responsibility is to express and opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cardiff
Communications, Inc. at September 30, 2000, and the results of its operations
and cash flows for the years ended September 30, 2000 and 1999 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 5, the
Company's recurring operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 5.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Salt Lake City, UT
November 9, 2000
CARDIFF COMMUNICATIONS, INC.
Balance Sheet
ASSETS
September 30,
2000
CURRENT ASSETS
Interest receivable $ 4,434
TOTAL CURRENT ASSETS $ 4,434
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Interest Payable $ 9,000
Note Payable (Note 4) 60,000
Total Current Liabilities
69,000
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 10,000,000 shares
authorized at $.001 par value;
6,800,544 shares issued and outstanding 6,801
Capital in Excess of Par Value 9,199
Retained Deficit (dated 9/30/97 in conjunction with
Quasi Reorganization) (4,566)
Subscriptions Receivable (Note 3) (76,000)
Total Stockholders' Equity (Deficit)
(64,566)
$ 4,434
CARDIFF COMMUNICATIONS, INC.
Statements of Operations
For the Year For the Year
Ended Ended
September 30, September 30,
2000 1999
REVENUE
Interest Income $ 3,800 $ 634
EXPENSES
Interest Expense 3,000 3,000
Total Expenses 3,000 3,000
NET INCOME (LOSS) - Before Taxes $800 $ (2,366)
Taxes (Note 1) - -
INCOME (LOSS) $ 800 $ (2,366)
Loss Per Common Share (Note 1) $ - $ -
Average Outstanding Shares 6,800,544 5,374,782
CARDIFF COMMUNICATIONS, INC.
Statements of Stockholders' Equity
September 30, 1998 through September 30, 2000
Capital in
Common Common Excess of Retained
Shares Stock Par Value Deficit
Balance, September
30, 1998 4,900,544 4,901 (64,901) (3,000)
Issuance of
common shares for
note at $.04 per share 1,900,000 1,900 74,100 -
Loss for
the Year - - - (2,366)
Balance,
September
30, 1999 6,800,544 6,801 9,199 (5,366)
Loss for
the Year - - - 800
Balance,
September
30, 2000 6,800,544 $ 6,801 9,199 (4,566)
CARDIFF COMMUNICATIONS, INC.
Statements of Cash Flows
For the Year For the Year
Ended Ended
September 30, September 30,
2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ 800 $ (2,366)
Increase (Decrease) in
Interest receivable (3,800) (634)
Interest payable 3,000 3,000
- -
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 $ - $ -
Taxes $ - $ -
NON CASH TRANSACTION
Stock issued for Note $ - $ 76,000
CARDIFF COMMUNICATIONS, INC.
Notes to the Financial Statements
September 30, 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.". During the year,
the Company changed 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 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended September 30, 1999.
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences for the current year
accordingly, no deferred tax liabilities have been recognized.
No provision for income taxes has been recorded due to net operating loss
carryforward totaling approximately $0 that will be offset against future
taxable income. The NOL carryforward begins to expire in the year 2020. No
tax benefit has been reported in the financial statements.
Deferred tax assets and the valuation account at September 30, 2000 is as
follows:
Deferred tax asset:
NOL carryforward $ -
Valuation allowance $ -
Total $ -
NOTE 3 -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. Actual results could
differ from those estimates.
CARDIFF COMMUNICATIONS, INC.
Notes to the Financial Statements
September 30, 2000
NOTE 4 - 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 5 - NOTE PAYABLE
The company has issued an unsecured note payable in the amount of $60,000
bearing interest at 5% per year. Principle and interest of the note is due
and payable on demand. The note payable is convertible into common stock at
75% of market value or par value, whichever is greater.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared assuming that
the company will continue as a going concern. The company has had recurring
operating losses for the past several years and is dependent upon financing
to continue operations. The financial statements do not include any
adjustments that might result from the outcome of uncertainty.
It is management's plan to find an operating company to merge with, thus
creating necessary operating revenue.
We hereby consent to the use of our audit report of Cardiff Communications,
Inc. dated for the year ended September 30, 2000 in the Form 10KSB Annual
Report for the year 2000.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
