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, 2000
[ ] 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
None; not applicable.
-----------
(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:
March 31, 2000
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.
The accompanying financial statements have been reviewed by an independant
certified public accountant. A copy of the review report is attached hereto and
incorporated herein by this reference. See Item 6.
<PAGE>
<TABLE>
<CAPTION>
CARDIFF INTERNATIONAL, INC.
[A Development Stage Company]
BALANCE SHEETS
March 31, 2000 and September 30, 1999
3/31/00 9/30/99
---------------- -----------------
[Unaudited]
<S> <C> <C>
ASSETS
Assets:
Cash $ 0 $ 0
Total Assets $ 0 $ 0
================ ==============
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 20,384 $ 14,470
Accounts Payable 0 1,000
---------------- --------------
Total Liabilities 20,384 15,470
================ ==============
Stockholders' Equity:
Common Stock, no par value;
authorized 30,000,000 shares;
issued and outstanding
675,290 shares 320,314 320,314
Paid-in Capital 225,345 225,345
Accumulated Deficit (566,043) (561,129)
Total Stockholders' Deficit (20,384) (15,470)
---------------- --------------
Total Liabilities and
Stockholders Defecit $ 0 $ 0
================ ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CARDIFF INTERNATIONAL, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three and Six Month Periods Ended March 31, 2000 and 1999
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
3/31/00 3/31/99 3/31/00 3/31/99
------------------ ------------------ ------------------- ----------------
[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 577 1,282 4,809 1,282
Professional Fees 105 0 0 0
Stock Expense 0 0 0 125
------------------ ------------------ ----------------- ----------------
TOTAL OPERATING EXPENSES 682 1,282 4,809 1,407
------------------ ------------------ ------------------ ----------------
NET INCOME BEFORE TAXES $ (682) $ (1,282) $ (4,809) (1,407)
================== ================== ================== ================
INCOME/FRANCHISE TAXES 0 0 0 0
NET LOSS (682) (1,282) (4,809) (1,407)
LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) (0.01)
================== ================== ================== ================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 675,000 425,000 675,000 425,000
================== ================== ================== ================
</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, 2000 and 1999
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
3/31/00 3/31/99 3/31/00 3/31/00
----------------- ---------------- ---------------- ---------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
- ----------------------------------------
Net Loss $ (682) $ (1,282) $ (4,809) (1,407)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase/(Decrease) in Accounts Payable 0 0 0 125
Increase/(Decrease) in loans from shareholder 682 1,282 1,809 1,282
----------------- ------------- -------------- --------------
Net Cash Used For Operating Activities $ 0 $ 0 $ 3,000 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>
<PAGE>
CARDIFF INTERNATIONAL, INC.
Notes to Financial Statements
March 31, 2000
NOTE 1 Condensed Financial Statements
- --------------------------------------
The financial statements included herein have been prepared by Cardiff
International, Inc. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Cardiff International, Inc. believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in
conjunction with the September 30, 1999 audited financial statements and the
accompanying notes thereto.
While management believes the procedures followed in preparing these
financial statements are reasonable, the accuracy of the amounts are in some
respect's dependent upon the facts that will exist, and procedures that will be
accomplished by Cardiff International, Inc. later in the year.
The management of Cardiff International, Inc. believes that the
accompanying unaudited condensed financial statements contain all adjustments
(including normal recurring adjustments) necessary to present fairly the
operations and cash flows for the periods presented.
NOTE 2 Basis of Presentation - Going Concern
- ---------------------------------------------
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained operating losses
since its inception and has a net capital deficiency. Management is attempting
to raise additional capital.
In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations.
Management is in the process of atempting to raise additional capital and
reduce operating expenses. Management believes that its ability to raise
additional capital and reduce operating expenses provide an opportunity for the
Company to continue as a going concern.
<PAGE>
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, 2000, 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, 2000, or since approximatly 1992. During the quarterly period covered by
this Report, the Company received no revenue and incurred expenses of $682,
stemming from general, administrative and accounting expenses.
Liquidity
At March 31, 2000, the Company had total current assets of $0 and total
liabilities of $20,384.
Year 2000.
The Company did not experience any problems associated with the change of
year to the year 2000. However, the possiblity exists that the Company may merge
with or acquire a business that has been or will continue to 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.
None; not applicable.
Item 3.Defaults Upon Senior Securities.
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5.Other Information.
None; not applicable.
Item 6.Exhibits and Reports on Form 8-K.
(a)Exhibits.*
Exhibit Type
------- ----
Letter regarding unaudited interim
financial information 15
Financial Data Schedule* 27
(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: 5-8-00 By/S/ Charles Calello
Charles Calello, President and Director
Date: 5-8-00 By/S/ Kathleen Morrison
Kathleen Morrison, Secretary and Director
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
- --------------------------------------------------------
The Board of Directors
Cardiff International, Inc.
Salt Lake City, Utah
We have reviewed the accompanying balance sheet of Cardiff International,
Inc. as of March 31, 2000, and the related statements of operations and cash
flows for the three months 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 International,
Inc.
A review of interim financial statements consists principally of inquiries
of Company personnel responsible for financial matters and analytical procedures
applied to financial data. It is substantially less in scope than an audit
conducted 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 generall accepted accounting principles.
As discussed in the notes to the financial statements, certain conditions
indicate that the Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.
By/S/ Schumacher & Associates, Inc.
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
May 12, 2000
<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-30-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<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> 20,384
<BONDS> 0
0
0
<COMMON> 320,314
<OTHER-SE> (340,698)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 682
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (682)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
