U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No.
33-12346-D
CARDIFF INTERNATIONAL, INC.
(Name of Small Business Issuer in its Charter)
COLORADO 84-1044583
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)262-8844
9889 Santa Monica Blvd., #205
Beverly Hills, CA 90210
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(Former Name or Former Address, if changed since last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
None, Not Applicable;
APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
December 1, 1999
675,290
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant.
<PAGE>
<TABLE>
<CAPTION>
CARDIFF INTERNATIONAL, INC.
[A Development Stage Company]
BALANCE SHEETS
March 31, 1999 and September 30, 1998
3/31/99 9/30/98
---------------- -----------------
[Unaudited]
<S> <C> <C>
ASSETS
Assets:
Cash $ 0 $ 0
Total Assets $ 0 $ 0
================ ==============
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 7,282 $ 6,000
Accounts Payable 1,628 1,628
---------------- --------------
Total Liabilities 8,910 7,628
================ ==============
Stockholders' Equity:
Common Stock, no par value;
authorized 30,000,000 shares;
issued and outstanding
425,290 shares 320,064 319,939
Paid-in Capital 225,345 25,345
Accumulated Deficit (554,319) (552,912)
Total Stockholders' Deficit (8,910) (7,628)
---------------- --------------
Total Liabilities and
Stockholders Defecit $ 0 $ 0
================ ==============
</TABLE>
NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The September 30, 1998 balance sheet
has been derived from the audited financial statements. These interim financial
statements conform with the requirements for interim financial statements and
consequently do not include all the disclosures normally required by generally
accepted accounting principles.
<PAGE>
<TABLE>
<CAPTION>
CARDIFF INTERNATIONAL, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three and Six Month Periods Ended March 31, 1999 and 1998
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
3/31/99 3/31/98 3/31/99 3/31/98
------------------ ------------------ ------------------- ----------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Income $ 0 $ 0 $ 0 $ 0
------------------ ------------------ ----------------- ----------------
NET REVENUE 0 0 0 0
OPERATING EXPENSES
Office Expenses 1,282 0 1,282 0
Professional Fees 0 0 0 0
Stock Expense 0 0 125 0
------------------ ------------------ ----------------- ----------------
TOTAL OPERATING EXPENSES 1,282 0 1,407 0
------------------ ------------------ ------------------ ----------------
NET INCOME BEFORE TAXES $ (1,282) $ (0) $ (1,407) (0)
================== ================== ================== ================
INCOME/FRANCHISE TAXES 0 0 0 0
NET LOSS (1,282) (0) (1,407) (0)
LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) (0.01)
================== ================== ================== ================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 425,000 300,000 425,000 300,000
================== ================== ================== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CARDIFF INTERNATIONAL, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Three and Six Month Periods Ended March 31, 1999 and 1998
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
3/31/99 3/31/98 3/31/99 3/31/98
----------------- ---------------- ---------------- ---------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
- ----------------------------------------
Net Loss $ (1,282) $ (0) $ (1,407) (0)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase/(Decrease) in Accounts Payable 0 0 125 0
Increase/(Decrease) in loans from shareholder 1,282 0 1,282 (0)
----------------- ------------- -------------- --------------
Net Cash Used For Operating Activities $ 0 $ 0 $ 0 0
================= ============== ============== ==============
Cash Flows Provided by Financing Activities
- -------------------------------------------
Net Increase In Cash 0 0 0 0
Beginning Cash Balance 0 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0 0
================= =============== ============== ===============
</TABLE>
Item 2.Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations in the period ending
March 31, 1999, or since 1992. The Company intends to continue to seek out the
acquisition of assets, property or business that may be beneficial to the
Company and its stockholders.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of
Colorado, keeping its reports "current" with the Securities and Exchange
Commission or the payment of expenses associated with reviewing or investigating
any potential business venture. Management does not anticipate that the Company
will have to raise additional funds during the next 12 months, however, if
additional moneys are needed, they may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified any
such venture as of the date of this Report, it is impossible to predict the
amont of any such loan. However, any such loan will not exceed $25,000 and will
be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company has not begun seeking any acquisition.
Results of Operations.
The Company has had no operations during the quarterly period ended March
31, 1999, or since approximatly 1992. During the quarterly period covered by
this Report, the Company received no revenue and incurred expenses of $1,282,
stemming from general, administrative and accounting expenses.
Liquidity
At March 31, 1999, the Company had total current assets of $0 and total
liabilities of $8,910.
Year 2000.
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possiblity exists that the Company may merge with or
acquire a business that will be negatively affected by the "Y2K" problem. The
effect of such problem or the Company in the future can not be predicted with
any accuracy until such time as the Comnpany identifies a merger or acquisition
target.
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
None; not applicable.
Item 2.Changes in Securities.
On April 27, 1998, the Board of Directors and Shareholders holding
201,770,900 of the 300,000,000 or approximately 67% of the Company's issued and
outstanding common voting stock authorized a reverse split of the 300,000,000
shares of the Company's common voting stock on a basis of one for one thousand
(1:1,000), thus, the shares of common voting stock outstanding were reduced from
300,000,000 to 300,000. Appropriate adjustments were made to the paid in capital
and capital surplus accounts of the Company. In addition, the shares authorized
for issuance were reduced from 300,000,000 to 30,000,000.
Item 3.Defaults Upon Senior Securities.
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
See Item 2, above.
Item 5.Other Information.
On December 30, 1996, the Board of Directors of the Company authorized the
issuance of 156,000,000 shares of the company's common voting stock to Mr. Art
Beroff, a consultant to the Company. The issuance of these shares increased the
total number of shares outstanding from 144,000,000 to 300,000,000.
On December 15, 1998, the Board of Directors of the Company authorized the
issuance of 125,000 post-split shares of the Company's common voting stock to
Charles Calello, President and Director.
On May 1, 1999, the Board of Directors authorized the issuance of 250,000
post-split shares of the Company's common voting stock to Jenson Services, Inc.,
consultant to the Company.
Item 6.Exhibits and Reports on Form 8-K.
(a)Exhibits.*
None; Not Applicable.
(b)Reports on Form 8-K.
None; Not Applicable.
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
<PAGE>
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 thereunto duly authorized.
CARDIFF INTERNATIONAL, INC.
Date: 12-6-99 By/S/ Charles Calello
Charles Calello, President and Director
Date: 12-6-99 By/S/ Kathleen Morrison
Kathleen Morrison, Secretary and Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000811222
<NAME> CARDIFF INTERNATIONAL, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 8,910
<BONDS> 0
0
0
<COMMON> 320,064
<OTHER-SE> (328,974)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,282
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,282)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
