SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



o TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2013



Commission File No. 000-49709



CARDIFF INTERNATIONAL, INC.

(Exact Name of Issuer as specified in its charter)



|Colorado                     | 84-1044583                
|---------------------------- | --------------------------
|(State or other jurisdiction | (IRS Employer File Number)
|of incorporation)            |                           



|                                         |           
|---------------------------------------- | ----------
|411 N New River Drive E, Unit 2202       |           
|Fort Lauderdale, Florida                 | 33301     
|(Address of principal executive offices) | (zip code)



(818) 783-2100

(Registrant's telephone number, including area
code)



Securities to be Registered Pursuant to Section
12(b) of the Act: None



Securities to be Registered Pursuant to Section
12(g) of the Act:



Common Stock, $0.00001 Par Value



Indicate by check mark if registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No x.



Indicate by check mark if registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o   No x.



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. Yes o    No x



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter
period that the registrant was required to submit and post such files. Yes o  No x



Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-K is contained in this form and no disclosure will 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.
x



Indicate by check mark whether the registrant
is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated
filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer o                                                       | Accelerated filer o         
|------------------------------------------------------------------------------- | ----------------------------
|Non-accelerated filer   o
        (Do not check if a smaller reporting company) | Smaller reporting company  x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes o  No x.



State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter. The aggregate market value of the voting stock held by non-affiliates computed by reference to the price
at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past sixty days
cannot be determined since the Registrant’s securities currently have no public market.



As of June 30, 2014, registrant had outstanding
2,516,819,560 shares of common stock.














FORM 10-K



CARDIFF INTERNATIONAL, INC.



INDEX



|                                                                                                                     | Page 
|-------------------------------------------------------------------------------------------------------------------- | -----
|PART I                                                                                                               |      
|                                                                                                                     |      
|Item 1. Business                                                                                                     | 1    
|                                                                                                                     |      
|Item 1A. Risk Factors                                                                                                | 2    
|                                                                                                                     |      
|Item 2. Property                                                                                                     | 5    
|                                                                                                                     |      
|Item 3. Legal Proceedings                                                                                            | 5    
|                                                                                                                     |      
|Item 4. Mine Safety Disclosures                                                                                      | 5    
|                                                                                                                     |      
|PART II                                                                                                              |      
|                                                                                                                     |      
|Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6    
|                                                                                                                     |      
|Item 6. Selected Financial Data                                                                                      | 8    
|                                                                                                                     |      
|Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations                        | 8    
|                                                                                                                     |      
|Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                                  | 10   
|                                                                                                                     |      
|Item 8. Financial Statements and Supplementary Data                                                                  | 10   
|                                                                                                                     |      
|Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures                        | 33   
|                                                                                                                     |      
|Item 9A(T). Controls and Procedures                                                                                  | 33   
|                                                                                                                     |      
|Item 9B. Other Information                                                                                           | 34   
|                                                                                                                     |      
|PART III                                                                                                             |      
|                                                                                                                     |      
|Item 10. Directors, Executive Officers and Corporate Governance                                                      | 34   
|                                                                                                                     |      
|Item 11. Executive Compensation                                                                                      | 35   
|                                                                                                                     |      
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              | 36   
|                                                                                                                     |      
|Item 13. Certain Relationships and Related Transactions, and Director Independence                                   | 36   
|                                                                                                                     |      
|Item 14. Principal Accountant Fees and Services                                                                      | 37   
|                                                                                                                     |      
|Item 15. Exhibits Financial Statement Schedules                                                                      | 37   
|                                                                                                                     |      
|Financial Statements pages                                                                                           | 11-32
|                                                                                                                     |      
|Signatures                                                                                                           | 38   



i









For purposes of this report,
unless otherwise indicated or the context otherwise requires, all references herein to “Cardiff International,” “the
Company”, “we,” “us,” and “our,” refer to Cardiff International, Inc., a Colorado corporation.



Forward-Looking Statements



The following discussion
contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain
risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations
to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking
statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact
of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using
us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.



When used in this discussion,
words such as "believes", "anticipates", "expects", "intends" and similar expressions are
intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently
arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed
with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect
our business.







ii







PART I



Item 1. DESCRIPTION OF BUSINESS.



History of the Business



On November 10, 2005, Cardiff
International, Inc. (“Cardiff”), a Colorado corporation, acquired Legacy Card Company, Inc. (“Legacy”),
a privately held Nevada corporation in a triangular merger transaction (the “Merger”). The effective date of the Merger
was November 10, 2005. As a result of the Merger, Legacy is now a wholly owned subsidiary of Cardiff.



Legacy was formed as a California
limited liability company in August 2001. In April 2005, Legacy was converted into a Nevada corporation.



The Plan of Merger provided
for the issuance by Cardiff to the stockholders of Legacy of an aggregate of 18,000,000 shares of Cardiff common stock, no par
value per share in connection with the Merger. As a result of the Merger, the former stockholders of Legacy are now the controlling
stockholders of Cardiff. As part of the Merger, the officers and directors of Cardiff, resigned from their positions as officers
and directors of Cardiff and the officers and directors of Legacy were appointed as officers and directors of Cardiff at the effective
time of the Merger.



As a result of the Merger
described above, on November 1, 2005 Legacy Card Company became a subsidiary of Cardiff International, Inc. .  Cardiff
International, Inc. through Legacy Card Company developed a rewards program, which is targeted to families focused on saving money
for educational needs known as Mission Tuition.



On February 7, 2006, Cardiff
changed its fiscal year end to December 31st from September 30th.



In March of 2013, due to
the downward turn in the economy, the Company began a strategy to diversify CDIF’s portfolio of companies.



In April of 2013 the Majority
shareholders of CDIF voted to award Daniel Thompson 63% of the Common Shares and 1 Series A Preferred share. This gave Daniel Thompson
the majority voting control of the Company.



In December of 2013 Daniel
Thompson was issued 63% of the Common Shares, 720,000 Series B Preferred Shares, $0.001 par value and 1 Series A Preferred Share,
$0.00001 par value. In addition, over 3 Million dollars in debt was removed by Novation Agreements issuing Series B and C Preferred
Shares.



BUSINESS DEVELOPMENTS



Business development subsequent to the year
ended 12/31/2013



The following business developments have been
reported in our reports filed with the Securities and Exchange Commission (the “SEC”), which are referenced in Part
IV, Item 15, of this Annual Report:



In May of 2014 Kathleen Roberton was
appointed CEO/President of Cardiff International.



In May of 2014 We Three LLC was acquired
with a Tax Free Exchange 400,000 Shares F Preferred Shares, $0.001 par; the value was stated $1,000,000 (pending audit).



In May of 2014 the Company adopted a
new business governance referred to as “Collaborative CommonwealthTM”.



In June of 2014 the Company acquired
Romeo’s New York Pizza with a Tax Free Exchange 400,000 Series E Preferred Shares, $0.001 par value; the value was stated
$1,000,000 (pending audit).



In July of 2014 the Company acquired
Edge View Properties, Inc. with a Tax Free Exchange 300,000 Preferred Shares, $0.001 par value; the value was stated $750,000 (pending
audit)



Organization



We are comprised of one
corporation. All of our operations are conducted through this corporation.



1







Employees



Cardiff currently has four
employees but anticipates it will hire additional personnel due to growth.



Competition



CDIF is a Holding
Company who adopted a new business model known as "Collaborative CommonwealthTM" a new form of governance. To date,
we are not aware of any other Holding Company using the same business philosophy or governing policies. Our competition is substantially
larger. Berkshire Hathaway is closets to our governance model under the (1934 Act) and there are approximately 43 plus successful
Business Development Companies (1040 Act) all who are considered competition to CDIF and are established and available to the public
for investment. These Companies offer experienced management; dividends and financial security.



Proprietary Information



We own no proprietary information.



Government Regulation



We do not expect to be subject
to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory
authorities.



Research and Development



We have spent funds on research,
development and evaluations within our business and plan to spend further funds to expand future business.



Environmental Compliance



We believe that we are not
subject to any material costs for compliance with any environmental laws.



How to Obtain our SEC Filings



We file annual, quarterly,
and special reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements
and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street
N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.



Our investor relations department
can be contacted at our principal executive office located at, 2202 N New River Drive E, Unit 2202, Ft. Lauderdale, FL 33301. Our
telephone number is (818) 783-2100.



Item 1A.  RISK FACTORS



You should carefully consider the risks
and uncertainties described below and the other information in this document before deciding to invest in shares of our common
stock.



The occurrence of any of the following risks
could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of
our common stock could decline and you might lose all or part of your investment.



We have generated minimal revenue and have
never been profitable. We have a negative stockholders’ equity. As a result, we may never become profitable, and we could
go out of business.



Through inception until December 2013, CDIF
has built missiontuition.com. One of the largest merchant shopping networks online with innovative software, affiliating with major
retailers and working with one of the nations’ leading major banks. There can be no guarantee that Mission Tuition will ever
be profitable. From our inception on August 29, 2001 through December 31, 2013, we generated $1,869 in total revenue. We had
stockholders’ deficit of $1,808,959 as of December 31, 2013.



Future sales will no longer depend on missiontuition.com,
future revenues will come from our new acquisitions. We cannot guarantee we will ever develop a substantial revenue from our subsidiary
companies and as required, we must state there is no assurance that we will become a profitable company. We may never become profitable,
and, as a result, we could go out of business.



2







Because we had incurred operating losses
from our inception, our accountants have expressed doubts about our ability to continue as a going concern.



For the fiscal years ended December 31, 2013
and December 31, 2012, our accountants have expressed substantial doubt about our ability to continue as a going concern as a result
of our continued net losses. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:



| | • |  | our ability to acquire profitable businesses within CDIF; and
| | - |  | -------------------------------------------------------------
| |   |  |                                                              
| | • |  | our ability to generate substantial revenues; and            
| |   |  |                                                              
| | • |  | our ability to obtain additional financing                   
| |   |  |                                                              

Based upon current plans, we may incur operating
losses in future periods because we may, from time to time, be incurring expenses but not generating sufficient revenues. We expect
approximately $800,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or obtaining other funds in the future to cover these operating costs. Failure to generate sufficient revenues
will cause us to go out of business.



Since we are a development stage company,
that has generated minimal revenue, an investment in the shares offered herein is highly risky and could result in a complete loss
of your investment if we are unsuccessful in our business plans.



We were incorporated in August 2001 and have
focused all of our efforts on the development of our product and we have generated minimal amounts revenue. Based upon current
plans, we expect to incur little to no operating losses in future periods. Further, there is no guarantee that we will be successful
in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result
in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity
securities to continue business operations, which would dilute the value of any shares you hold, and could result in the loss of
your entire investment.



We cannot predict when or if we will
produce revenues which could result in a total loss of your investment if we are unsuccessful in our business plans.



We have generated limited revenues from operations
since inception. In order for us to continue with our plans and open the business, we must generate revenue or find another source
of capital. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business.
As a result, one could lose all of one’s investment if we are not successful in our proposed business plans.



Commencement and development of operations
will depend on the acquisitions acquired. If CDIF acquires the wrong businesses it could lead to a loss of revenue which could
result in a failure of businesses and a loss of any investment one makes in the shares.



The acquisition of these new companies is critically
important to our success. We cannot be certain that the company’s acquired will remain profitable and could possibly loose
revenues. In addition, there are no assurances that the acquisitions acquired will continue as profitable businesses and could
adversely affect our business and any possible revenues.



If the businesses acquisitions fail,
then our business would be materially affected, which could result in the loss of your entire investment.



Our Collaborative Commonwealth business model
depends on our acquired companies future growth and management. There can be no assurance that we will generate revenues as our
current acquisitions may fail. As a result, one could lose all of the one’s investment if we select the wrong acquisition.



The loss of the services of the current
officers and directors could severely impact our business operations and future development, which could result in a loss of revenues
and one’s ability to ever sell any shares.



The performance is substantially dependent
upon the professional expertise of the current officers and board of directors. Each has extensive expertise in business development
and acquisitions and we are dependent on their abilities. If they are unable to perform their duties, this could have an adverse
effect on business operations, financial condition and operating results if we are unable to replace them with other individuals
qualified to develop and market our business. The loss of their services could result in a loss of revenues, which could result
in a reduction of the value of any shares you hold as well as the complete loss of your investment.



3







If we cannot remain competitive in a
way that allows us to generate the amount of revenue necessary to fund our operations, it could affect our business and result
in the loss of your investment.



There can be no assurance that we can compete
successfully in this market. As a result, you may never be able to liquidate or sell any shares.



We may not be able to successfully implement
our business strategy, which could adversely affect our business, financial condition, results of operations and cash flows. If
we cannot successfully implement our business strategy, it could result in the loss of your investment.



Successful implementation of our business strategy
depends on factors specific to acquiring successful businesses. Adverse changes in our acquisition process could undermine our
business strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow:



| | · | The competitive environment in the specific field of business acquired;
and
| | - | ---------------------------------------------------------------------------



| | · | Our ability to acquire the right businesses that meet customers’
needs ; and
| | - | ----------------------------------------------------------------------------



| | · | Our ability to establish, maintain and eventually grow market share
in a competitive environment.
| | - | -------------------------------------------------------------------------------------------------



There are no substantial barriers to
acquire established businesses and because we can acquire businesses in all types of industries, there is no guarantee the Company
will acquire additional businesses, which could severely limit our proposed sales and revenues. If we cannot acquire established
businesses, it could result in the loss of your investment.



Since we have no copyright protection, unauthorized
persons may attempt to copy aspects of our business, including our governance design or functionality, services or marketing materials.
Any encroachment upon our corporate information, including the unauthorized use of our brand name, the use of a similar name by
a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper
use of their copyright, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental
effect on our business. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary
in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and/or to determine the
validity and scope of the proprietary rights of others. Any such infringement, litigation or adverse proceeding could result in
substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations. As
a result, an investor could lose his or her entire investment.



Our stock has no public trading market
and there is no guarantee a trading market will ever develop for our securities. As a result, it may be difficult or impossible
for you to liquidate your investment.



There has been, and continues to be, no public
market for our common stock. An active trading market for our shares has not, and may never develop or be sustained. If you
purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market
price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including
the following:



| | · | actual or anticipated fluctuations in our operating results;
| | - | ------------------------------------------------------------

| | · | changes in financial estimates by securities analysts or our failure
to perform in line with such estimates;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | changes in market valuations of other companies, particularly those
that market services such as ours;
| | - | ------------------------------------------------------------------------------------------------------

| | · | announcements by us or our competitors of significant innovations,  acquisitions,
strategic partnerships, joint ventures or capital commitments;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | introduction of product enhancements that reduce the need for our
products;
| | - | ---------------------------------------------------------------------------

| | · | departure of key personnel.
| | - | ---------------------------



The over-the-counter market for stock
such as ours is subject to extreme price and volume fluctuations. You may not be able to resell your shares at or above the public
sale price.



The securities of companies such as ours have
historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other
factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic
conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.



4







In general, buying low-priced penny stocks
is very risky and speculative.  Our shares are defined as a penny stock under the Securities and Exchange Act of 1934,
and rules of the Commission.  You may not able to sell your shares when you want to do so, if at all.



Our shares are defined as a penny stock under
the Securities and Exchange Act of 1934, and rules of the Commission.  The Exchange Act and such penny stock rules generally
impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain
accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess
of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures
in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation
to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission.  Consequently,
the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public markets.



Because of our size and lack of resources,
we may have difficulty establishing adequate management, legal and financial controls, which we are required to do in order to
comply with U.S. GAAP and securities laws, and which could cause a materially adverse impact on our financial statements, the trading
of our common stock and our business.



We are a small company that lacks the financial
resources and qualified personnel to implement and sustain adequate internal controls As a result, we may experience difficulty
in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of
account and corporate records and instituting business practices that meet proper internal control standards. Therefore, we may,
in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the
Sarbanes-Oxley Act of 2002. This may result in significant deficiencies or material weaknesses in our internal controls which could
impact the reliability of our financial statements and prevent us from complying with SEC rules and regulations and the requirements
of the Sarbanes-Oxley Act of 2002. Any such deficiencies, material weaknesses or lack of compliance could result in restatements
of our historical financial information, cause investors to lose confidence in our reported financial information, have an adverse
impact on the trading price of our common stock, adversely affect our ability to access the capital markets and our ability to
recruit personnel, lead to the delisting of our securities from the stock exchange on which they are traded, lead to litigation
claims, thereby diverting management’s attention and resources, and which may lead to the payment of damages to the extent
such claims are not resolved in our favor, lead to regulatory proceedings, which may result in sanctions, monetary or otherwise,
and have a materially adverse effect on our reputation and business.



We do not expect to pay dividends on
common stock in 2014.



We have not paid any cash dividends with respect
to our common stock, and it is unlikely that we will pay any dividends on our common stock for the year 2014. Earnings, if any,
that we may realize will be retained in the business for further development and expansion.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 2. DESCRIPTION OF PROPERTY.



We are currently operating
out of our office space located at 411 N. New River Drive E, Unit 2202, Fort Lauderdale, FL 33301. This space is considered to
be sufficient for us at the present time.



ITEM 3. LEGAL PROCEEDINGS.



We are not a party to any
material legal proceedings, nor is our property the subject of any material legal proceeding.



ITEM 4. MINE SAFETY DISCLOSURES.



Not Applicable.



5





PART II



ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



Holders



As of December 31, 2013,
there were 770 record holders of our common stock, and there were 2,069,435,924 shares of our common stock outstanding.



Market Information



No public market currently
exists for shares of our common stock.



The Securities Enforcement and Penny Stock
Reform Act of 1990



The Securities and Exchange
Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system).



A purchaser is purchasing
penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock
makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser
to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us
will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny stock.



The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document prepared by the Commission, which:



| | · | contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                               
| | · | contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
| |   |                                                                                                                                                                                                                                               
| | · | contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;                                                        
| |   |                                                                                                                                                                                                                                               
| | · | contains a toll-free telephone number for inquiries on disciplinary actions;                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                               
| | · | defines significant terms in the disclosure document or in the conduct of trading penny stocks; and                                                                                                                                           
| |   |                                                                                                                                                                                                                                               
| | · | contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;                                                                



The broker-dealer also must provide, prior
to effecting any transaction in a penny stock, to the customer:



| |   |                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | the bid and offer quotations for the penny stock;                                                                                                                 
| |   |                                                                                                                                                                   
| | · | the compensation of the broker-dealer and its salesperson in the transaction;                                                                                     
| |   |                                                                                                                                                                   
| | · | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
| |   |                                                                                                                                                                   
| | · | monthly account statements showing the market value of each penny stock held in the customer's account.                                                           



In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a
signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may
have difficulty selling their securities.

6







Recent Sales of Unregistered Securities



The Company issued 28,000 shares of Series
B preferred stock for $100,000 in cash that was received during 2013.



During the year ended December 31, 2013, the
Company issued 60,509,257 share of its common stock for $72,750 in cash, services value at $200,000 and conversion of debt of $65,874.



During the year ended December 31, 2013, the
Company issued 8,926,657 share of its common stock for $35,000 in cash and services value at $13,800.



During the year ended December 31, 2013, the
Company issued 1,880,848,703 share of its common stock to the Company’s CEO for services.



During the year ended December 31, 2013, the
Company granted 1,250,000 shares of its common stock valued at $25,000 to a note holder as additional consideration for the issuance
of a note.



During the year ended December 31, 2013, the
Company issued 2,902,273 shares of common stock to consultants for services rendered that were valued at $139,272.



During the year ended December
31, 2013, the Company issued 46,958,514 shares of common stock to officers for the conversion of accrued salaries valued at $724,378.





Dividend Policy



We have not previously declared
or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment
of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in
our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future
capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We
are not under any contractual restriction as to our present or future ability to pay dividends.



ITEM 6. SELECTED FINANCIAL DATA



A smaller reporting company
is not required to provide the information in this Item.



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This Management’s
Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words
such as “may”, “will”, “should”, “anticipate”, “believe”, “expect”,
“plan”, “future”, “intend”, “could”, “estimate”, “predict”,
“hope”, “potential”, “continue”, or the negative of these terms or other similar expressions.
These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual
results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to,
the matters discussed in this report under the caption “Risk Factors”. We urge you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future events or otherwise.



The following discussion
of our financial condition and results of operations should be read in conjunction with our financial statements and the related
notes included in this report.



The following table provides
selected financial data about us for the fiscal years ended December 31, 2013 and December 31, 2012. For detailed financial information,
see the audited Financial Statements included in this report.



Balance Sheet Data:



|                         |  | Fiscal year ended December 31, |            
|------------------------ |  | ------------------------------ | -----------
|                         |  | 2013                           |            
|Cash                     |  | $                              | 4,676      
|Total assets             |  | $                              | 6,935      
|Total liabilities        |  | $                              | 1,815,893  
|Shareholders' deficiency |  | $                              | (1,808,959 
|                         |  |                                |            
|Operating Data:          |  |                                |            
|                         |  |                                |            
|Revenues                 |  | $                              | –          
|Operating Expenses       |  | $                              | 2,908,877  
|Net Income (Loss)        |  | $                              | (10,982,795



Results of Operations



From our inception on August
29, 2001 through December 31, 2013, we have generated $1,869 of revenue. As a result we have very little operating history upon
which to evaluate our intended business. In addition, we have a history of losses. As a result, the Company’s independent
registered public accounting firm, in its report on the Company’s 2013 and 2012 consolidated financial statements, has raised
substantial doubt about the Company’s ability to continue as a going concern. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon our ability to successfully acquire new established businesses that generate revenues.

7







Operating Expenses.
Operating expenses, which consisted of research and development and general and administrative expenses for the year ended December
31, 2013, were $2,908,877, as compared to the operating expenses for the year ended December 31, 2012 of $820,069. The difference
is related to a decrease of staff members and marketing costs and officer stock based compensation of $2,257,018 was issued during
2013. Operating expenses for the period from August 29, 2001 through December 31, 2013 were $16,296,022.



Non-employee stock compensation.
In December 2013, the Company issued 3,248,919 shares of Series B preferred stock and 54 shares of Series C preferred stock to
certain investors of the organization. The aggregate costs amounted to a non-operating expense of $8,131,481. There was no such
issuance in the prior year 2012.



Gain on conversion of
debt. In December 2013, the Company issued 1,232,300 shares of Series B preferred stock and 21 shares of Series C preferred
stock in exchange for outstanding debt of the organization. The aggregate exchange amounted a reduction of accounts payable related
party of $273,565, a reduction of severance payable of $47,250, a reduction of officer salary payable of $857,942 and a reduction
of principal and accrued interest of $1,485,580 and $1,028,528, respectively. The company recorded a gain on the conversion of
debt in the amount of $520,558 for the year end December 31, 2013. There was no such issuance in the prior year 2012.



Change in value of derivative
liability. During the year ended December 31, 2013, income resulting from the change in value of derivative liability amounted
to $41,945 compared to a loss resulting from the change in value of derivative liability of $1,936,878 for the year ended December
31, 2012.



Interest Expense.
During the year end December 31, 2013 and 2012, interest expense amounted to $505,586 and $521,403, respectively. The increase
in interest was a result of additional borrowings in 2013 and write-off of the debt discount upon the conversion of the notes payable
to preferred stock.



As a result of the foregoing,
we had a net loss of $10,982,795 for the fiscal year ended December 31, 2013, which is compared to the net income for the year
ended December 31, 2012 of $596,245.



Our activities have been
completely directed at developing our business plan for eventually generating revenue. We operated at a loss in all relevant periods.



To try to operate at a break-even
level based upon our current level of proposed business activity, we believe that we must generate approximately $800,000 in revenue
per year. Each dollar of revenue is not directly tied to increasing costs. We believe that we can become profitable without incurring
additional costs under our current operating cost structure. However, if our forecasts are inaccurate, we will need to raise additional
funds. In the event that we need additional capital, our directors have orally agreed to loan such funds as may be necessary through
December 31, 2014 for working capital purposes, although they have no obligation to do so.



On the other hand, if we
decide that we cannot operate at a profit in our current configuration, we may choose to scale back our operations to operate at
break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations.
In such event, we will probably not be profitable. In addition, we expect that we will need to raise additional funds if we decide
to pursue more rapid expansion, the development of new or enhanced services or products, appropriate responses to competitive pressures,
or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to
make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at
all.



We expect to incur operating
losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately
$800,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient
revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing
when needed could cause us to go out of business.



Liquidity and Capital Resources



As of December 31, 2013,
we had cash and cash equivalents of $4,676. As of December 31, 2012, we had cash and cash equivalents of $1,852.



Net cash used for operating
activities was $204,926 for the fiscal year ended December 31, 2013, which was comparable to the net cash used in operating activities
of $255,822 for the fiscal year ended December 31, 2012.



8









Cash flows used for investing
activities were $0 for the fiscal year ended December 31, 2013 and 2012, respectively.



Cash flows provided by financing
activities were $207,750 for the fiscal year ended December 31, 2013, which compares to cash flows provided by financing activities
of $248,800 for the fiscal year ended December 31, 2012.  These cash flows were all related to sales of common stock
of $107,750 and Series B preferred stock of $100,000 and loans from shareholders.



Over the next twelve months
we do not expect any material capital costs to develop operations. Our operating costs of $800,000 will be used for operations,
but none will be used to pay salaries.



Our principal source of
liquidity will be our operations or from additional financings. We expect variation in revenues to account for the difference between
a profit and a loss. Also business activity is closely tied to the stock market and trading industry as a whole. Our ability to
achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop our products and
our ability to generate revenues.



In any case, we try
to operate with minimal overhead. Our primary activity will be to seek to develop clients for our services and, consequently, our
sales. If we succeed in developing clients for our services and generating sufficient sales, we will become profitable. We cannot
guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful. If we are unable
to obtain such profitability we will need to obtain additional financing. We cannot assure that additional financing will be available
when needed on favorable terms, or at all.



Off-Balance Sheet Arrangements



We have no off-balance sheet
arrangements with any party.



Plan of Operation



The following milestones
are assessments only. The working capital requirements and the projected milestones are approximations only and subject to adjustment
based on sales, costs and needs.



In first quarter of 2013,
it was decided to restructure CDIF into a new holding company who adopted a new business model known as "Collaborative CommonwealthTM"
a new form of governance enabling businesses to take advantage of the power of a public Company. 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 our shareholders. The reason for this was to protect our shareholders by acquiring small to minimum
size businesses seeking support with both financing and management. The plan was to establish new classes of Preferred stock to
streamline voting rights, negate debt and acquire new businesses. By December of 2013 the Company negated 90% plus of all debt;
by May of 2014 the Company acquired four businesses, We Three, LLC; Romeo’s NY Pizza and Edge View Properties, Inc.



Recent Developments



As of this filing the Company has acquired
We Three, LLC, Romeo’s NY Pizza Chain and Edge View Properties, Inc. with combined assets of approximately of $3,000,000.



Current Business Operations



Cardiff International, Inc.,
is currently structured as a Holding Company with holdings of several companies:

9







Recently Issued Accounting Pronouncements.



On June 10, 2014, the Financial
Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst
other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing
the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments
eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income,
cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose
a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the
entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are
effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December
15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements
have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial
statements as those of a development stage entity and have not presented inception-to-date information on the respective financial
statements



Seasonality.



We do not expect our revenues
to be impacted by seasonal demands for our services.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK.



A smaller reporting company
is not required to provide the information in this Item.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



10





TABLE OF CONTENTS





|                                                        | Page
|------------------------------------------------------- | ----
|                                                        |     
|Report of Independent Registered Public Accounting Firm | 12  
|                                                        |     
|Balance Sheets                                          | 13  
|                                                        |     
|Statements of Operations                                | 14  
|                                                        |     
|Statements of Shareholders’ Equity (Deficit)            | 15  
|                                                        |     
|Statements of Cash Flows                                | 16  
|                                                        |     
|Notes to Financial Statements                           | 17  









11











REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the
Board of Directors and Stockholders of Cardiff International, Inc.

We
have audited the accompanying consolidated balance sheets of Cardiff
International, Inc.(the “Company”) as of December 31, 2013 and 2012 and the
related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2013
and 2012. Cardiff International, Inc.’s management is responsible for these financial statements. Our responsibility is to
express an opinion on these financial statements based on our audit.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In
our opinion, based upon our audit the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of Cardiff International, Inc. as of December 31, 2013 and 2012 and the results of its operations and its
cash flows for the years ended December 31, 2013 and 2012, in
conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial
statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements,
The Company has suffered net losses and has had negative cash flows from operating activities during the year ended December 31,
2013 These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans concerning these matters are also described in Note 2. The consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.



/s/ KLJ & Associates, LLP



KLJ & Associates, LLP

St. Louis Park, MN

August 19, 2014







12





CARDIFF INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2013 AND 2012



|                                                                                                                                                                       |  | 2013 |             |   | 2012 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|ASSETS                                                                                                                                                                 |  |      |             |   |      |  
|Current assets                                                                                                                                                         |  |      |             |   |      |  
|Cash                                                                                                                                                                   |  | $    | 4,676       |   |      | $
|Other assets                                                                                                                                                           |  |      | 1,659       |   |      |  
|Total current assets                                                                                                                                                   |  |      | 6,335       |   |      |  
|Property and equipment, net of accumulated depreciation of $4,124                                                                                                      |  |      | –           |   |      |  
|Deposits                                                                                                                                                               |  |      | 600         |   |      |  
|Total Assets                                                                                                                                                           |  | $    | 6,935       |   |      | $
|LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                                                                                                               |  |      |             |   |      |  
|Current Liabilities                                                                                                                                                    |  |      |             |   |      |  
|Accounts Payable and Accrued Expenses                                                                                                                                  |  | $    | 814,265     |   |      | $
|Accounts payable, related party                                                                                                                                        |  |      | –           |   |      |  
|Interest payable                                                                                                                                                       |  |      | 121,440     |   |      |  
|Accrued payroll taxes                                                                                                                                                  |  |      | 412,623     |   |      |  
|Settlement payable, shareholder                                                                                                                                        |  |      | –           |   |      |  
|Derivative liability                                                                                                                                                   |  |      | 97,391      |   |      |  
|Due to officers                                                                                                                                                        |  |      | 49,500      |   |      |  
|Notes Payable, unrelated party                                                                                                                                         |  |      | 50,000      |   |      |  
|Convertible notes payable                                                                                                                                              |  |      | 195,750     |   |      |  
|Notes payable, related-party - current portion                                                                                                                         |  |      | –           |   |      |  
|Total current liabilities                                                                                                                                              |  |      | 1,740,969   |   |      |  
|Long-Term Liabilities                                                                                                                                                  |  |      |             |   |      |  
|Notes payable, unrelated-party, net of current portion
    and discount of $0 and $218,758, respectively                                                               |  |      | –           |   |      |  
|Notes payable, related-party, net of current portion and discount $50,075 and $135,775, respectively                                                                   |  |      | 74,925      |   |      |  
|Total liabilities                                                                                                                                                      |  |      | 1,815,894   |   |      |  
|Shareholders' Deficiency                                                                                                                                               |  |      |             |   |      |  
|Stock A Preferred                                                                                                                                                      |  |      | –           |   |      |  
|Stock B Preferred                                                                                                                                                      |  |      | 11,324,471  |   |      |  
|Stock C Preferred                                                                                                                                                      |  |      | 13,500      |   |      |  
|Common stock; 250,000,000 shares authorized with no par value; 2,069,435,924 and 119,151,297 shares issued and outstanding at December 31, 2013 and 2012, respectively |  |      | 11,283,603  |   |      |  
|Additional paid-in capital                                                                                                                                             |  |      | 1,700,214   |   |      |  
|Deficit accumulated during development stage                                                                                                                           |  |      | (26,130,747 | ) |      |  
|Total shareholders' deficiency                                                                                                                                         |  |      | (1,808,959  | ) |      |  
|Total liabilities and shareholders' deficiency                                                                                                                         |  | $    | 6,935       |   |      | $



The accompanying notes are an integral part
of these consolidated financial statements.



13





CARDIFF INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012





|                                        |  | Years Ended December 31, |            
|--------------------------------------- |  | ------------------------ | -----------
|                                        |  | 2013                     |            
|                                        |  |                          |            
|REVENUE                                 |  | $                        | –          
|OPERATING EXPENSES                      |  |                          | 2,908,231  
|LOSS FROM OPERATIONS                    |  |                          | (2,908,231 
|OTHER INCOME (EXPENSE)                  |  |                          |            
|Non-Employee Stock compensation         |  |                          | (8,131,481 
|Gain on debt conversion                 |  |                          | 520,558    
|Change in value of derivative liability |  |                          | 41,945     
|Interest expense                        |  |                          | (505,586   
|TOTAL OTHER INCOME (EXPENSE)            |  |                          | (8,074,564 
|NET INCOME (LOSS) FOR THE PERIOD        |  | $                        | (10,982,795
|INCOME (LOSS) PER COMMON SHARE          |  |                          |            
|-BASIC                                  |  | $                        | (0.02      
|-DILUTED                                |  | $                        | (0.02      
|WEIGHTED AVERAGE NUMBER                 |  |                          |            
|OF COMMON SHARES                        |  |                          |            
|- BASIC                                 |  |                          | 471,136,721
|-DILUTED                                |  |                          | 471,136,721



The accompanying
notes are an integral part of these consolidated financial statements.



14





CARDIFF INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(DEFICIENCY)











|                                                                 |  | Series B  |            |  | Series C  |   |        | Common Stock |  |  | Additional paid-in |  |  | Accumulated Deficit
    During |            |  |             |  
|---------------------------------------------------------------- |  | --------- | ---------- |  | --------- | - | ------ | ------------ |  |  | ------------------ |  |  | ------------------------------ | ---------- |  | ----------- | -
|                                                                 |  | Preferred |            |  | Preferred |   |        | Shares       |  |  | Amount             |  |  | Capital                        |            |  | Exploration |  
|Balance December 31, 2011                                        |  |           |            |  |           |   |        |              |  |  | 54,194,408         |  |  | $                              | 7,472,783  |  |             | $
|                                                                 |  |           |            |  |           |   |        |              |  |  |                    |  |  |                                |            |  |             |  
|Common stock issued for cash, $0.05 per share                    |  |           | –          |  |           |   | –      |              |  |  | 730,000            |  |  |                                | 36,500     |  |             |  
|Common stock issued for cash, $0.02 per share                    |  |           | –          |  |           |   | –      |              |  |  | 2,375,000          |  |  |                                | 47,500     |  |             |  
|Common stock issued for cash, $0.01 per share                    |  |           | –          |  |           |   | –      |              |  |  | 5,930,000          |  |  |                                | 59,300     |  |             |  
|Common stock issued for cash, $0.015 per share                   |  |           | –          |  |           |   | –      |              |  |  | 1,333,333          |  |  |                                | 20,000     |  |             |  
|Common stock issued for services                                 |  |           | –          |  |           |   | –      |              |  |  | 2,902,273          |  |  |                                | 139,272    |  |             |  
|Common stock issued upon conversion of accrued salaries          |  |           | –          |  |           |   | –      |              |  |  | 46,958,514         |  |  |                                | 724,378    |  |             |  
|Common stock issued in connection with notes payable             |  |           | –          |  |           |   | –      |              |  |  | 1,250,000          |  |  |                                | 25,000     |  |             |  
|Extinguishment of fair value of derivatives                      |  |           | –          |  |           |   | –      |              |  |  | –                  |  |  |                                | –          |  |             |  
|Common stock issued upon conversion
    of convertible debenture |  |           | –          |  |           |   | –      |              |  |  | 3,477,769          |  |  |                                | 114,428    |  |             |  
|Net income                                                       |  |           | –          |  |           |   | –      |              |  |  | –                  |  |  |                                | –          |  |             |  
|Balance December 31, 2012                                        |  |           | –          |  |           |   | –      |              |  |  | 119,151,297        |  |  |                                | 8,639,161  |  |             |  
|Common Stock issued for cash, $0.006 average per share           |  |           | –          |  |           |   | –      |              |  |  | 17,950,000         |  |  |                                | 107,750    |  |             |  
|Common stock issued for financing                                |  |           | –          |  |           |   | –      |              |  |  | 22,760,000         |  |  |                                | 213,800    |  |             |  
|Common stock issued upon conversion of convertible debenture     |  |           | –          |  |           |   | –      |              |  |  | 28,725,924         |  |  |                                | 65,874     |  |             |  
|Common stock issued for officer compensation                     |  |           | –          |  |           |   | –      |              |  |  | 1,880,848,703      |  |  |                                | 2,257,018  |  |             |  
|Preferred shares issued for cash, $2.50 per share                |  |           | 100,000    |  |           |   | –      |              |  |  | –                  |  |  |                                | –          |  |             |  
|Preferred shares issued upon conversion of convertible debt      |  |           | 5,071,478  |  |           |   | 4,320  |              |  |  | –                  |  |  |                                | –          |  |             |  
|Preferred shares issued for non-employee stock compensation      |  |           | 6,152,993  |  |           |   | 9,180  |              |  |  | –                  |  |  |                                | –          |  |             |  
|                                                                 |  |           |            |  |           |   |        |              |  |  |                    |  |  |                                |            |  |             |  
|Net loss                                                         |  |           | –          |  |           |   | –      |              |  |  | –                  |  |  |                                | –          |  |             |  
|Balance December 31, 2013                                        |  | $         | 11,324,471 |  |           | $ | 13,500 |              |  |  | 2,069,435,924      |  |  | $                              | 11,283,603 |  |             | $







The accompanying notes are an integral part
of these consolidated financial statements.



15





CARDIFF INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012



|                                                                                     |  | Years Ended December 31, |            
|------------------------------------------------------------------------------------ |  | ------------------------ | -----------
|                                                                                     |  | 2013                     |            
|                                                                                     |  |                          |            
|OPERATING ACTIVITIES                                                                 |  |                          |            
|Net income (loss)                                                                    |  |                          | (10,982,795
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                          |            
|Depreciation and amortization                                                        |  |                          | 155        
|Loss on disposal/writedown of assets                                                 |  |                          | –          
|Amortization of loan discount                                                        |  |                          | 200,498    
|Stock-based compensation                                                             |  |                          | 2,470,818  
|Compensation expense for shareholders of record                                      |  |                          | 8,131,481  
|Change in value of derivative liability                                              |  |                          | (101,636   
|Issuance of warrants as loan costs                                                   |  |                          | 213,800    
|Increase (decrease) in:                                                              |  |                          |            
|Accounts payable and accrued expenses                                                |  |                          | 67,899     
|Accrued officers' salaries                                                           |  |                          | (24,531    
|Interest payable                                                                     |  |                          | (177,365   
|Settlement payable, shareholder                                                      |  |                          | (3,250     
|Net cash used in operating activities                                                |  |                          | (204,926   
|                                                                                     |  |                          |            
|                                                                                     |  |                          |            
|FINANCING ACTIVITIES                                                                 |  |                          |            
|Proceeds from note payable, convertible, unrelated-party                             |  |                          | –          
|Repayment of notes payable, related-party                                            |  |                          | –          
|Proceeds from sale of common stock                                                   |  |                          | 107,750    
|Proceeds from sale of Series C Preferred Stock                                       |  |                          | 100,000    
|                                                                                     |  |                          |            
|Net cash provided by financing activities                                            |  |                          | 207,750    
|                                                                                     |  |                          |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 |  |                          | 2.824      
|                                                                                     |  |                          |            
|CASH AND CASH EQUIVALENTS      -BEGINNING OF PERIOD                                  |  |                          | 1,852      
|CASH AND CASH EQUIVALENTS      -END OF PERIOD                                        |  | $                        | 4,676      
|                                                                                     |  |                          |            
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    |  |                          |            
|Cash paid for interest                                                               |  | $                        | –          
|Cash paid for taxes                                                                  |  | $                        | –          
|                                                                                     |  |                          |            
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                                         |  |                          |            
|Common stock issued upon conversion of accrued salaries                              |  | $                        | –          
|Common stock issued in connection with notes payable                                 |  | $                        | –          
|Common stock issued upon conversion of notes payable                                 |  | $                        | 65,874     
|Extinguishment of fair value of derivatives                                          |  | $                        | –          



The accompanying
notes are an integral part of these consolidated financial statements.



16





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization and Nature
of Operations

Legacy Card Company was formed
as a Limited Liability Company on August 29, 2001. On April 18, 2005, the Company converted from a California Limited Liability
Company to a Nevada Corporation. On November 10, 2005, the Company merged with Cardiff International, Inc. (“Cardiff”),
a publicly held corporation. In first quarter of 2013, it was decided to restructure CDIF into a new holding company who adopted
a new business model known as "Collaborative CommonwealthTM" a new form of governance enabling businesses to take
advantage of the power of a public Company. 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 our shareholders.
The reason for this was to protect our shareholders by acquiring small to minimum size businesses seeking support with both financing
and management. The plan was to establish new classes of Preferred stock to streamline voting rights, negate debt and acquire new
businesses. By December of 2013 the Company negated 90% plus of all debt; by May of 2014 the Company acquired four businesses,
We Three, LLC; Romeo’s NY Pizza; Hi-Lo Farms/Cole Construction and Edge View Properties, Inc.



Development Stage Activities

The Company is a development stage
enterprise. All losses accumulated since the inception of the Company have been considered as part of the Company’s development
stage activities.



Cash and Cash Equivalents

The Company considers all highly liquid
investments with an original maturity of three (3) months or less to be cash equivalents.



Advertising

Advertising costs are charged to expense
when incurred. During the year ended December 31, 2013 and 2012, the amount charged to expense was $0 and $5,220, respectively.
From inception (August 29, 2001) through December 31, 2013, advertising costs was $605,554.



Revenue Recognition

The Company recognizes revenue on
an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive
evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our
customer is fixed or determinable; and 4) collectability is reasonably assured.



Use of Estimates

The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly,
actual results could differ from those estimates.



Valuation of Derivative Instruments

FASB ASC 815-10, Derivatives and
Hedging, requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments
such as warrants, on their issuance date to determine whether they would be considered a derivative liability and measured at their
fair value for accounting purposes. Prior to July 12, 2012, the Company did not have enough authorized shares to issue common shares
resulting in the potential exercise or conversion of its issued and outstanding options/warrants and convertible notes, respectively.
Accordingly, these instruments were reflected as derivative liabilities for the period ended June 30, 2012 and prior. In July 2012,
the Company was successful in increasing the number of authorized shares in the corporate treasury effectively eliminating the
majority of the derivative liability. As such derivative liabilities with a fair value of $1,578,405 on July 12, 2012 related to
equity investments were extinguished and accounted for as additional paid in capital. In determining the appropriate fair value,
the Company uses a weighted average Black-Scholes pricing model. At December 31, 2013 and 2012, the Company adjusted its derivative
liability to its fair value and reflected the (increase) decrease in fair value for the years ended December 31, 2013 and 2012,
of $41,945 and $1,936,878 respectively, as other income on the Consolidated Statement of Operations.

17





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012



Fair Value Measurements

Fair value is defined as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon
the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between
(1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2)
an entity’s own assumptions about market participant assumptions developed based on the best information available in the
circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are described below:



|Level Input |  | Input Definition                                                                                                                                                    
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                     
|Level 1     |  | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.                                                 
|Level 2     |  | Inputs, other than quoted prices included in Level 1, that are observable for the asset or liability through corroboration with market data at the measurement date.
|Level 3     |  | Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.        



The following table presents certain
investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s
balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2013 and 2012.



|                                                       |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total   | 
|------------------------------------------------------ |  | ------- | - |  | ------- | - | - | ------- |  | - | ------- | 
|Fair value of Derivative Liability – December 31, 2013 |  | $       | – |  |         | $ | – |         |  | $ | 157,082 | 
|                                                       |  |         |   |  |         |   |   |         |  |   |         | 
|                                                       |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total   | 
|Fair value of Derivative Liability – December 31, 2012 |  | $       | – |  |         | $ | – |         |  | $ | 199,027 | 



Stock Based Compensation

The Company periodically issues stock
options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The
Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided
by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over
the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance
with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based
upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at
which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally
are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance
requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded
in the period of the measurement date.



Property and Equipment

Property and equipment are carried
at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.
Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization of property and equipment
is provided using the straight-line method for financial reporting purposes at rates based on the following estimated useful lives:



|Classification         |  | Useful Life
|---------------------- |  | -----------
|Computer equipment     |  | 3 Years    
|Website design         |  | 3 Years    
|Patents and trademarks |  | 15 Years   



18





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012



During the year ended December 31,
2013 and 2012, depreciation and amortization expense was $155 and $15,752 respectively. During the year ended December 31, 2012,
the Company determined that the value of its website design and patents and trademarks had been impaired and wrote down the value
of these assets in the amount of $19,076.



Income Taxes

The Company was treated as a partnership
for federal income tax purposes up to April 18, 2005, when it converted to a Nevada Corporation. Consequently, federal income taxes
were not payable by, or provided for, the Company. Members were taxed individually on their shares of the Company’s earnings.
The Company’s net income or loss was allocated among the members in accordance with the regulations of the Company since
April 18, 2005, when the Company was incorporated, the Company accounts for income taxes under the liability method, which requires
the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included
in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in
future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period
end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized. The provision for income taxes, if any, represents the tax payable for the period and the change during the period in
deferred tax assets and liabilities.



Earnings (Loss) per Share

FASB ASC Subtopic 260, Earnings Per
Share, provides for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per common
share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock
outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders
by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional
shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive
securities include outstanding stock options, warrants, and debts convertible into common shares. The dilutive effect of potentially
dilutive securities is reflected in diluted earnings per common share by application of the treasury stock method. Under the treasury
stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect
from potentially dilutive securities.



The following table sets forth the
computation of basic and diluted earnings per common share for the years ended December 31, 2013 and 2012. During a period of net
loss, all potentially dilutive securities are antidilutive. Accordingly, for the year ended December 31, 2013, potentially dilutive
securities have been excluded from the computations since they would be antidilutive. However, these dilutive securities could
potentially dilute earnings per share in the future:



|                                             |  | Year              |             |   | Year              |  
|-------------------------------------------- |  | ----------------- | ----------- | - | ----------------- | -
|                                             |  | Ended             |             |   | Ended             |  
|                                             |  | December 31, 2013 |             |   | December 31, 2012 |  
|                                             |  |                   |             |   |                   |  
|Numerator:                                   |  |                   |             |   |                   |  
|Net income (loss)                            |  | $                 | (11,010,428 | ) |                   | $
|Interest on convertible notes                |  |                   | –           |   |                   |  
|Net income available for common shareholders |  |                   | (11,010,428 | ) |                   |  
|                                             |  |                   |             |   |                   |  
|Denominator:                                 |  |                   |             |   |                   |  
|Weighted-average shares outstanding          |  |                   | 471,136,721 |   |                   |  
|Effect of dilutive securities                |  |                   | –           |   |                   |  
|Weighted-average diluted shares outstanding  |  |                   | 471,136,721 |   |                   |  
|                                             |  |                   |             |   |                   |  
|Basic earnings (loss) per share              |  | $                 | (0.02       | ) |                   | $
|Diluted earnings (loss) per share            |  | $                 | (0.02       | ) |                   | $



19





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





Principles of Consolidation

The consolidated financial statements
include the accounts of Cardiff International, Inc. and its wholly owned subsidiary, Legacy Card Company. All significant intercompany
accounts and transactions are eliminated in consolidation.



Recently Issued Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board
("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the
amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between
development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements
for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders
equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development
stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting
periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are
permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. 
The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a
development stage entity and have not presented inception-to-date information on the respective financial statementss.



2.         GOING CONCERN



The accompanying financial statements
have been prepared on a 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, a shareholders’ deficiency and accumulated deficit.



These factors raise substantial doubts
about the Company’s ability to continue as a going concern. Specifically, the Company has net losses for the year ended December
31, 2013 of $10,982,795 and has used cash of $204,926 in operating the Company during this same period. As of December 31, 2013,
the Company had a shareholders’ deficiency of $1,808,959. The accompanying 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.



The ability of the Company to continue
as a going concern and 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 the development
of its business. There can be no assurance that we 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 us. Should we be unable to raise sufficient funds, we may
be required to curtail our operating plans and possibly relinquish. rights to our acquisitions. No assurance can be given that
we 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 cease their operations.



3.         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 twenty-four (24) months
after the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of six (6) percent. In addition,
the Company has an employment agreement with Daniel Thompson whereby the Company provides for compensation of $25,000 per month.
A total salary of $300,000 was accrued and reflected as an expense to Daniel Thompson during each of the years ended December 31,
2013 and 2012, respectively. During the year end December 31, 2013, Mr. Thompson exchanged his accrued salary for 187,377 shares
of Series B preferred shares with an aggregate value of $468,443. The total balance due to Daniel Thompson for accrued salaries,
advances, and accrued interest, at December 31, 2013 and 2012, was $0 and $281,462, respectively.



During the year ended December 31,
2013, the Company issued 1,880,848,703 share of its common stock to the Mr. Thompson for services as the Company’s Chief
Executive Officer. The value of the services amounted to $2,257,018.



The Company has an employment agreement
with the Company President whereby the Company provides for compensation of $15,000 per month. A total salary of $180,000 was accrued
and reflected as an expense during each of the years ended December 31, 2013 and 2012, respectively. During the year end December
31, 2013, the President exchanged his accrued salary for 155,800 shares of Series B preferred shares with an aggregate value of
$389,500. The total balance due to the President for accrued salaries at December 31, 2013 and 2012, was $0 and $244,500, respectively.



20





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012



The total balance due others for accrued
salaries at December 31, 2013 and 2012, was $55,000 and $55,000, respectively.



Accounts Payable- Related Party

At December 31, 2013 and 2012 the
Company had amounts payable to a related party of $0 and $273,565, respectively, for professional services rendered. The related
party converted the amounts due into 98,483 shares of Series B Preferred and 1 shares of Series C preferred.



Notes Payable – Related Party

The Company has entered into several
loan agreements with related parties (see note 3).



4.         NOTES PAYABLE



Legacy Investors, LLC

On August 5, 2004, the Company entered
into a loan agreement with Legacy Investors, LLC, a Florida limited liability company. The initial loan amount of $1,000,000 (the
“Initial Loan Amount”) was made by Legacy Investors, LLC upon the satisfaction of the post-closing covenant, comprised
of a convertible debenture in the amount of $500,000 and an initial debenture for the amount of $500,000. Legacy Investors, LLC
required funds to be deposited into an escrow account. Disbursements were required to be from an escrow agent. The convertible
debenture and initial debentures bear interest at 10.00% per year and matured in August 2006. The indebtedness was convertible
into Series B Preferred and one C Preferred Membership interests of the Company. This loan is secured by all assets of the Company.



During 2004, Legacy Card Company received
$451,428, assumed $106,572 of fees, and the balance of $442,000 was deposited in an escrow account. In May 2005, $382,000 was paid
back to Legacy Investors, LLC and $60,000 of fees was left with the escrow agent. During 2008, an additional $100,000 was repaid
by an officer on behalf of the Company. On December 5, 2013, the remaining balance of the note and related accrued interest was
converted into 480,186 shares of Series B Preferred stock and 1 share of Series C Preferred stock. The balance on the note payable
was $0 and $518,000 at December 31, 2013 and 2012, respectively.



Under an event of default, the interest
rate on both debentures increases to 18% and the terms of repayment and the maturity dates are subject to change. The Company was
in default under the terms of the loan agreement until the conversion in December 2013.



Maricopa Equity Management Corporation

On October 27, 2005, the Company entered
into a loan agreement in the amount of $100,000 with Maricopa Equity Management Corporation. The loan bears interest at 8% per
annum and became due at the closing of the merger with Cardiff International, Inc. In connection with the loan, the Company issued
100,000 shares of common stock in 2005. On December 5, 2013, the remaining balance of the note and related accrued interest was
converted into 57,600 shares of Series B Preferred stock and 1 share of Series C Preferred stock. The balance on the loan was $0
and $100,000 at December 31, 2013 and 2012, respectively. The Company is in default on this loan agreement.



International Card Establishment,
Inc.

The Company entered into an agreement
with International Card Establishment, Inc. (“ICE”) on April 19, 2007 whereby ICE will be the exclusive provider for
the rewards and loyalty programs related to merchant contributions to a 529 College Savings Plan.



In connection with the agreement,
the Company received a $50,000 advance from ICE during the second quarter of 2008. This advance is to be repaid within 120 days
of written notice by ICE if the Company launches the card in a test market and the results of that test launch prove to be unsuccessful.
If the Company fails to make the required payment within 120 days, the Company will be granted an additional 30 day period to remedy
the default. If the Company does not remedy the default within this 30 day period, ICE may, at its discretion, convert the $50,000
debt to equity equaling 10% of the outstanding stock of the Company on a fully diluted basis.



Also, if ICE determines that the test
launch was successful, ICE shall obtain up to three (3) $500,000 loan facilities for the Company within five (5) business days
of the successful completion of the test launch. The Company will be required to repay the $50,000 advance directly from the loan
proceeds. Upon receipt of each of the $500,000 loan facilities, the Company shall issue ICE a warrant to purchase three and one-third
percent (3 1/3%) of the Company’s outstanding common stock on a fully diluted basis as of the date of issuance. Each warrant
shall have an exercise price equal to $200,000 and shall have a five (5) year term from the issuance date.

21





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





In conjunction with the Loan, the
Company issued 1,500,000 warrants to purchase its common stock, exercisable at $0.20 per share and expire June 2, 2014. As a result
of the warrants issued, the Company recorded $13,639 debt discount during 2009.



All warrants will have a cashless
exercise provision and shall entitle ICE to one (1) demand registration right for each warrant, at the Company’s expense.



The balance outstanding on the advance
from ICE at December 31, 2013 and 2012 was $50,000.



Other

On June 2, 2009, the Company entered
into a Loan Agreement with an unrelated party for $50,000. The note is non-interest bearing and matured on September 2, 2009. In
conjunction with the Loan, the Company issued 1,500,000 warrants to purchase its common stock, exercisable at $0.20 per share and
expire June 2, 2014. The Company is in default on this Preferred Debenture, the warrants have not been exercised. On December 5,
2013, the remaining balance of the note and related accrued interest was converted into 19,999 shares of Series B Preferred stock
and 1 share of Series C Preferred stock. The balance of the note, net of discount was $0 and $50,000 at December 31, 2013 and 2012,
respectively.



On February 8, 2011, the Company entered
into an unsecured Promissory Note agreement with an unrelated party for $200,000. The Note bears interest at 8% per year and matures
on February 8, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will
be due upon maturity. In conjunction with the Note, the Company issued 10,000,000 shares of its common stock to the lender. As
a result of the shares issued with the Note, the Company recorded a $200,000 debt discount during 2011. On December 5, 2013, the
remaining balance of the note and related accrued interest was converted into 84,960 shares of Series B Preferred stock and 1 share
of Series C Preferred stock. The balance of the note, net of discount was $0 and $75,600 at December 31, 2013 and 2012, respectively.



On May 10, 2011, the Company entered
into a Promissory Note agreement with an unrelated party for $25,000. The Note bears interest at 8% per year and matures on May
10, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon
maturity. In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender. As a result of the
shares issued in conjunction with the note, the Company recorded a $25,000 debt discount during 2011. On December 5, 2013, the
remaining balance of the note and related accrued interest was converted into 10,440 shares of Series B Preferred stock and 1 share
of Series C Preferred stock. The balance of the note, net of discount was $0 and $8,200 at December 31, 2013 and 2012, respectively.



On September 30, 2011, the Company
entered into a Promissory Note agreement with an unrelated party for $25,000. The Note bears interest at 8% per year and matures
on October 1, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will
be due upon maturity. In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender. As a
result of the shares issued in conjunction with the note, the Company recorded a $25,000 debt discount during 2011. On December
5, 2013, the remaining balance of the note was converted into 10,000 shares of Series B Preferred stock The balance of the note,
net of discount was $0 and $6,250 at December 31, 2013 and 2012, respectively.



On November 1, 2011, the Company entered
into a Promissory Note agreement with an unrelated party for $75,000. The Note bears interest at 8% per year and matures on November
1, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon
maturity. In conjunction with the Note, the Company issued 3,750,000 shares of its common stock to the lender. As a result of the
shares issued in conjunction with the note, the Company recorded a $75,000 debt discount during 2011. On December 5, 2013, the
remaining balance of the note was converted into 30,000 shares of Series B Preferred stock. The balance of the note, net of discount
was $0 and $16,192 at December 31, 2013 and 2012, respectively.



Notes payable at December 31, 2013
and 2012 are summarized as follows:



|                                       |  | December 31, |         |   | December 31, |  
|-------------------------------------- |  | ------------ | ------- | - | ------------ | -
|                                       |  | 2013         |         |   | 2012         |  
|                                       |  |              |         |   |              |  
|Legacy Investors, LLC                  |  | $            | –       |   |              | $
|Maricopa Equity                        |  |              | –       |   |              |  
|International Card Establishment, Inc. |  |              | 50,000  |   |              |  
|Other                                  |  |              | –       |   |              |  
|Discount on notes                      |  |              |         |   |              |  
|Total                                  |  | $            | 50,000  |   |              | $
|Current portion                        |  |              | (50,000 | ) |              |  
|Long-term portion                      |  | $            | –       |   |              | $



22





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





5.          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 current Financial Accounting Standards Board guidance of “Determining Whether an Instrument
Indexed to an Entity’s Own Stock” which indicates that the instrument is not indexed to the issuers own stock.
Accordingly, the Company determined that as the conversion price of the Notes issued in connection therewith could fluctuate
based future events, such prices were not fixed amounts. As a result, the Company determined that the conversion features of
the Notes issued in connection therewith are not considered indexed to the Company’s own stock and characterized the
value of the conversion feature of such notes as derivative liabilities upon issuance.



Convertible Notes Payable –
Unrelated Party

On June 3, 2010, the Company entered
into an unsecured Convertible Promissory Note agreement with an unrelated party for $250,000. The Note bears interest at 8% per
year and matured on June 3, 2011. The Note is convertible into the Company’s common shares at $0.08 per share. In conjunction
with this loan, the Company issued warrants to purchase 5,000,000 shares of its common stock, exercisable at $0.08 per share, which
expires on June 3, 2015. As a result of issued warrants, the Company recorded a $250,000 debt discount during 2009 that was fully
amortized in 2011. On December 5, 2013, the remaining balance of the note was converted into 100,000 shares of Series B Preferred
stock. As of December 31, 2012, the Company is in default on this Preferred Debenture and the warrants have not been exercised.
The balance of the note, net of discount was $0 and $250,000 at December 31, 2013 and 2012, respectively.



On March 15, 2012, the Company entered
into an unsecured Convertible Promissory Note agreement with an unrelated party for $50,000. The Note bears interest at 8% per
year and matures on December 19, 2012. The Note and any accrued and outstanding interest is convertible into the Company’s
common shares at a discount of 42% of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. During the year ended December 31, 2013 and 2012,
$10,000 and $40,000 of this note and accrued interest was converted into 16,631,813 and 1,388,889 shares of common stock, respectively.
The balance of the note was $0 and $40,000 at December 31, 2013 and 2012, respectively.



On March 29, 2012, the Company entered
into a Loan Agreement with an unrelated party for $25,000. The Note bears interest at 6% per year and matured on September 29,
2012. In conjunction with the Loan, the Company agreed to issue 1,250,000 shares of common stock that was recorded as a discount
of $25,000 and fully amortized in 2012. On December 5, 2013, the remaining balance of the note and related accrued interest
was converted into 9,585 shares of Series B Preferred stock and 1 share of Series C Preferred stock. The balance of the note was
$0 and $25,000 at December 31, 2013 and 2012, respectively.



On May 4, 2012, the Company entered
into an unsecured Convertible Promissory Note agreement with an unrelated party for $21,000. The Note bears interest at 8% per
year and matures on February 4, 2013. The Note and any accrued and outstanding interest is convertible into the Company’s
common shares at a discount of 42% of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. During the year ended December 31, 2013, the balance
of the note and related accrued interest was converted into 12,094,151 share of common stock. The balance of the note was $0 and
$21,000 at December 31, 2013 and 2012, respectively.



On August 10, 2012, the Company entered
into an unsecured Convertible Promissory Note agreement with an unrelated party for $15,000 and $7,500. The Note bears interest
at 8% per year and matures on May 4, 2013. The Note and any accrued and outstanding interest is convertible into the Company’s
common shares at a discount of 45% of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. The balance of the note was $22,500 and $0 at December
31, 2013 and 2012, respectively. The notes payable was converted into common stock in 2014.



On December 3, 2012, the Company entered
into an unsecured Convertible Promissory Note agreement with an unrelated party for $8,250. The Note bears interest at 8% per year
and matures on September 5, 2013. The Note and any accrued and outstanding interest is convertible into the Company’s common
shares at a discount of 45% of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period
ending on the latest complete Trading Day prior to the Conversion Date. During the year ended December 31, 2013 and 2012, $10,000
and $40,000 of this note and accrued interest was converted into 16,631,813 and 1,388,889 shares of common stock, respectively.
The balance of the note was $0 and $40,000 at December 31, 2013 and 2012, respectively. The notes payable and accrued interest
was converted into common stock in 2014.

23





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





Convertible Note Payable –
Related Party

On April 21, 2008, the Company entered
into a Convertible Debenture with a shareholder in the amount of $150,000. The Debenture is convertible into common shares of the
Company at $0.03 per share at the option of the holder no earlier than August 21, 2008.  The Debenture bears interest
at 12% per year, matured in August 2009, and is unsecured. All principal and unpaid accrued interest is due at maturity. In conjunction
with the Convertible Debenture, the company also issued warrants to purchase 5,000,000 shares of the Company’s common stock
at $0.03 per share. The warrants expire 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 this Convertible Debenture, the warrants have
not been exercised. The balance of the note was $150,000 at December 31, 2013 and 2012.



On March 11, 2009, the Company entered
into a Convertible Debenture with a shareholder in the amount of $15,000. The Debenture is convertible into common shares of the
Company at $0.03 per share at the option of the holder.  The Debenture bears interest at 12% per year, matures March
11, 2014, and is unsecured. All principal and unpaid accrued interest is due at maturity. The balance of the note was $15,000 at
December 31, 2013 and 2012.



On April 29, 2009, the Company entered
into an unsecured Convertible Debenture agreement with a shareholder in the amount of $35,000. The Debenture was convertible into
common shares of the Company at $0.08 per share at the option of the holder no earlier than August 21, 2009. The Debenture bore
interest at 12% per year, matured on April 29, 2011, and was unsecured. All principal and unpaid accrued interest was due at maturity.
During the year ended December 31, 2012, $35,000 of this note was converted into 860,127 shares of common stock. The balance of
the note was repaid at at December 31, 2012.



Convertible notes at December 31,
2013 and 2012 are summarized as follows:



|                |  | December 31, |         |  | December 31, |  
|--------------- |  | ------------ | ------- |  | ------------ | -
|                |  | 2013         |         |  | 2012         |  
|                |  |              |         |  |              |  
|Unrelated party |  | $            | 30,750  |  |              | $
|Related party   |  |              | 165,000 |  |              |  
|Total - current |  | $            | 195,750 |  |              | $



6.          NOTES PAYABLE – RELATED PARTY



On March 12, 2009, the Company entered
into a Preferred Debenture agreement with a shareholder for $20,000. The note bears 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 expire March 12, 2014. As a result of the warrants issued, the Company recorded a $20,000 debt discount
during 2009. 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 is 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 have not been exercised. As of December 31, 2013, the Company is in default
on this Debenture Agreement. The balance of the note was $10,000 at December 31, 2013 and 2012.



On April 27, 2009, the Company entered
into a Preferred Debenture agreement with a shareholder for $19,990. The note bears interest at 12% per year and matured on October
27, 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 expire on April 27, 2014. As a result of the warrants issued, the Company recorded a discount of $19,990
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 December 5, 2013, the remaining balance of the note and related accrued interest was
converted into 10,651 shares of Series B Preferred stock and 1 share of Series C Preferred stock. The balance of the note, net
of discount was $0 and $19,990 at December 31, 2013 and 2012, respectively.



On October 8, 2009, the Company entered
into a Preferred Debenture agreement with an individual who is a shareholder and employee of the Company for $250,000. The Debenture
bears interest at 7% per year and matures on October 1, 2014, and is unsecured. Monthly interest-only payments are due from November
1, 2009 through October 1, 2014. The principal and interest balances are due upon maturity, however, prepayments are allowed. In
conjunction with the Debenture, the Company will issue 2,500,000 shares of its common stock to this lender, to be distributed at
500,000 shares per year for five years commencing October 1, 2009. As of December 31, 2013, the Company has distributed 500,000
shares and is due to distribute the remaining 2,000,000 shares of its common stock to the lender. As a result of the 2,500,000
shares, the Company recorded a discount of $250,000 during 2009. On December 5, 2013, the remaining balance of the note and related
accrued interest was converted into 244,500 shares of Series B Preferred stock and 1 share of Series C Preferred stock. As of December
31, 2013 and 2012, principal balance of the note was $0 and $163,090, respectively. As of December 31, 2013 and 2012, balance of
the note net of discount was $0 and $94,340, respectively.



24





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





On March 10, 2011, the Company entered
into a Promissory Note agreement with a shareholder for $25,000. The Note bears interest at 8% per year and matures on March 10,
2015. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity.
In conjunction with the Note, the Company issued 1,250,000 shares of its common stock to the lender. As a result of the issuance
of these shares, the Company recorded a debt discount of $25,000 during 2011. On December 5, 2013, the remaining balance of the
note and related accrued interest was converted into 10,320 shares of Series B Preferred stock and 1 share of Series C Preferred
stock. The balance of the note, net of discount was $0 and $9,050 at December 31, 2013 and 2012, respectively.



During July 2011, the Company entered
into a Promissory Note agreement with a related party for $50,000. The Note bears interest at 8% per year and matures on May 16,
2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will be due upon maturity.
In conjunction with the Note, the Company issued 3,500,000 shares of its common stock to the lender. As a result of the of the
shares issued in conjunction with the note, the Company recorded a $50,000 debt discount during 2011. The Company has not distributed
these shares to the lender, therefore, these shares are not in equity and have been included in the calculation of the derivative
liability at December 31, 2012. During the year ended December 31, 2012, $50,000 of this note was converted into 1,228,753 shares
of common stock. The balance of the note was repaid in 2012.



On September 7, 2011, the Company
entered into a Promissory Note agreement with a related party for $50,000. The Note bears interest at 8% per year and matures on
September 7, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will
be due upon maturity. In conjunction with the Note, the Company issued 2,500,000 shares of its common stock to the lender. As a
result of the shares issued in conjunction with the note, the Company recorded a $50,000 debt discount during 2011. The balance
of the note, net of discount was $23,130 and $13,130 at December 31, 2012 and 2011, respectively.



On November 17, 2011, the Company
entered into a Promissory Note agreement with a related party for $50,000. The Note bears interest at 8% per year and matures on
November 17, 2016. Interest is payable annually on the anniversary of the Note, and the principal and any unpaid interest will
be due upon maturity. In conjunction with the Note, the Company issued 2,500,000 shares of its common stock to the lender. As a
result of the shares issued in conjunction with the note, the Company recorded a $50,000 debt discount during 2011. The Company
has not distributed these shares to the lender, therefore, these shares are not in equity and have been included in the calculation
of the derivative liability at December 31, 2013. The balance of the note, net of discount was $20,795 and $10,795 at December
31, 2013 and 2012, respectively.



Notes payable – related party
at December 31, 2012 and 2011 are summarized as follows:



|                        |  | December 31, |         |   | December 31, |  
|----------------------- |  | ------------ | ------- | - | ------------ | -
|                        |  | 2013         |         |   | 2012         |  
|                        |  |              |         |   |              |  
|Total principal balance |  | $            | 125,000 |   |              | $
|Discount on notes       |  |              | (50,075 | ) |              |  
|                        |  |              | 74,925  |   |              |  
|Current portion         |  |              | -       |   |              |  
|Long-term portion       |  | $            | 74,925  |   |              | $



7.         DERIVATIVE LIABILITY



In April 2008, the FASB issued a pronouncement
that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity
can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement
on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after
December 15, 2008. The adoption of these requirements can affect the accounting for warrants and many convertible instruments with
provisions that protect holders from a decline in the stock price (or “down-round” provisions). For example, warrants
with such provisions will no longer be recorded in equity. Down-round provisions reduce the exercise price of a warrant or convertible
instrument if a company either issues equity shares for a price that is lower than the exercise price of those instruments or issues
new warrants or convertible instruments that have a lower exercise price.



The Company evaluated whether convertible
debt and warrants to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise
could result in modification of the exercise price under the respective convertible debt and warrant agreements. The Company determined
that the notes and the conversion notes of certain notes contained such provisions and recorded such instruments as derivative
liabilities upon issuance. In addition, in periods prior to July 1, 2012, the Company did not have enough authorized shares to
issue common shares resulting in the potential exercise or conversion of its issued and outstanding options, warrants or convertible
notes. Accordingly, these instruments were reflected as derivative liabilities as of June 30, 2012 and prior. In July 2012, the
Company was successful in increasing the number of authorized shares in the corporate treasury effectively eliminating the majority
of the derivative liability.



25





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





Derivative liabilities were valued
using the weighted-average Black-Scholes-Merton option pricing model, which approximates the Monte Carlo and other binomial valuation
techniques, with the following assumptions:



|                                          |  | December 31, 2013 |  | December 31, 2012
|----------------------------------------- |  | ----------------- |  | -----------------
|Conversion feature:                       |  |                   |  |                  
|Risk-free interest rate                   |  | 0.01% to 0.27%    |  | 0.01% to 0.27%   
|Expected volatility                       |  | 100%              |  | 100%             
|Expected life (in years)                  |  | 0 -2 years        |  | 0 -2 years       
|Expected dividend yield                   |  | 0%                |  | 0%               
|                                          |  |                   |  |                  
|Warrants:                                 |  |                   |  |                  
|Risk-free interest rate                   |  | –                 |  | –                
|Expected volatility                       |  | –                 |  | –                
|Expected weighted average life (in years) |  | –                 |  | –                
|Expected dividend yield                   |  | –                 |  | –                
|                                          |  |                   |  |                  
|Fair Value :                              |  |                   |  |                  
|Conversion feature                        |  | $97,391           |  | $199,027         
|Warrants                                  |  | –                 |  | –                
|                                          |  | $97,391           |  | $199,027         



The risk-free interest rate was based
on rates established by the Federal Reserve Bank. The Company based the expected volatility assumption on a volatility index of
peer companies as the Company did not have sufficient market information to estimate the volatility of its own stock, and the expected
life of the instruments is determined by the expiration date of the instrument. The expected dividend yield was based on the fact
that the Company has not paid dividends to common stockholders in the past and does not expect to pay dividends to common stockholders
in the future.



The Company determined the fair value
of the derivative liabilities related to debt instruments to be $1,936,878 as of December 31, 2011. During the year ended December
31, 2012, the Company recorded a gain for the change in fair value of derivative liabilities of $1,936,878 which is recorded in
the accompanying statement of operations for the year then ended. Also in 2012, the completion of the increase in the number of
authorized shares resulted in the extinguishment of the derivatives of $1,578,405 pertaining to warrants and options. As the warrants
and options are related to equity instruments, the extinguishment of derivative liabilities was recorded as an increase in additional
paid in capital. The fair value of the derivative liabilities was determined to be $157,082 at December 31, 2013.



8.         COMMITMENTS AND CONTINGENCIES



Operating Leases

There was no rent expense for the
years ended December 31, 2013 and 2012 as such office space was contributed at no cost from the Company President. From inception
(August 29, 2001) through December 31, 2013, rent expense was $514,936.



Payroll Taxes

The Company has failed to remit payroll
tax payments since 2006, as required by various taxing authorities. When payment is ultimately made management believes that the
Company will be assessed various penalties for the delayed payments. As of December 31, 2013 and 2012, to the Company estimates
the amount of taxes, interest, and penalties that the Company would incur as a result of these unpaid taxes to be $412,623 and
$374,223, respectively.



9.         INCOME TAXES



At December 31, 2013, the Company
has net operating loss carryforwards available for federal tax purposes. Because of statutory “ownership changes” the
amount of net operating losses which may be utilized in future years are subject to significant annual limitations. The Company
also has operating loss carryforwards available for state tax purposes. At December 31, 2013 the Company has approximately $22,355,645,
of state NOL carryforwards that expire through 2031. At December 31, 2012 the Company has approximately $11,387,162 in Federal
NOL carryforwards that expire through 2031.

26





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





As of December 31, 2013 and 2012,
total deferred income tax assets consist principally of net operating loss carryforwards which have been fully reduced by a valuation
allowance due to the uncertainty surrounding their ultimate realization.



The Company has adopted guidance issued
by the Financial Accounting Standards Board (“FASB”) that clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In
making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon
examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing
authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. There
were no interest and penalties for the years ended December 31, 2013 and 2012, respectively. The Company files income tax returns
with the Internal Revenue Service (“IRS”) and various states. For jurisdictions in which tax filings are prepared,
the Company is no longer subject to income tax examinations by state tax authorities for tax years through 2006, and by the IRS
for tax years through 2007. The Company’s net operating loss carryforwards are subject to IRS examination until they are
fully utilized and such tax years are closed.



10.       CAPITAL STOCK



In October 2013, the Board of Directors
approved increasing the number of authorized share of common stock from 250,000,000 to 3,000,000,000 and authorize 2 classes of
Preferred Stock having 4 class A authorized and 10,000,000 Class B authorized.



In December 2013, the Board of Directors
approved an amendment to the Company’s Articles of Incorporation to amend series B Preferred Stock Designations, Rights &
Privileges and to authorize 5 additional classes of Preferred Stock. After this action the Company has 8 classes of Common Stock
and Preferred Stock.



The principal features of the Company's
capital stock are as follows:



Series A Preferred Stock



As of December 31, 2013, the Company
has designated 4 shares of preferred stock as Series A preferred stock, with a par value of $.01 per share, of which 1 share of
preferred stock are issued and outstanding.  Class A is authorized to have 4 shares which do not bear dividends and converts
to common shares four times the sum of: {all shares of Common Stock issued and outstanding at time of conversion + all shares of
Series B Preferred Stocks issued and outstanding at time of conversion divided by the number of issued Class A shares at the time
of conversion and have voting rights four times the sum of: {all shares of Common Stock issued and outstanding at time of voting
+ all shares of Series B Preferred Stocks issued and outstanding at time of voting divided by the number of Class A shares issued
at the time of voting.



Series B Preferred Stock



As of December 31, 2013, the Company
has designated 10,000,000 shares of preferred stock as Series B preferred stock, with a par value of $2.50 per share, of which
4,576,701 shares of preferred stock are issued and outstanding.  Shares of Series
B Preferred Stock are anti-dilutive to reverse splits. The conversion rate of shares of Series B Preferred Stock, however, would
increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split. Each
one share of the Series B Preferred Stock shall have voting rights equal to five (10) votes of Common Stock. With respect to all
matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the
outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock, without regard to class, except
as to those matters on which separate class voting is required by applicable law or the Corporation’s Certificate of Incorporation
or Bylaws.



In 2013, the Company issued 4,576,701
shares of Series B preferred stock in exchange for approximately $3 million of outstanding debt. In addition the Company issued
28,000 shares of Series B preferred stock for $100,000 in cash that was received during 2013.



On December 5, 2013, the Company agreed
to issue to Daniel Thompson, Seven Hundred Twelve Thousand (720,000) shares of Class “C” Preferred shares of stock
pursuant to an agreement to convert the accrued salaries of $468,442 and stock bonuses due him to Preferred Stock at a price of
$2.50 per share.

27





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





Series C Preferred Stock



As of December 31, 2013, the Company
has designated 10,000 shares of preferred stock as Series C preferred stock, with a par value of $.00001 per share, of which 75
shares of preferred stock are issued and outstanding.  Shares of Series C Preferred Stock are non-dilutive to reverse
splits. The conversion rate of shares of Series C Preferred Stock, however, would increase proportionately in the case of forward
splits, and may not be diluted by a reverse split following a forward split. One (1) share of Preferred Stock converts to 100,000
shares of Common Stock. Each share of Series C Preferred Stock shall have five (5) votes for any election or other vote placed
before the shareholders of the Company. The price of each share of Series C Preferred Stock may be changed either through a majority
vote of the Board of Directors through a resolution at a meeting of the Board of Directors, or through a resolution passed at an
Action Without Meeting of the unanimous Board of Directors, until such time as a listed secondary and/or listed public market develops
for the shares. Shares of Series C Preferred Stock may not be converted into shares of Common Stock for a period of: a) six (6)
months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities
Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports



During 2013, the Company agreed to
issue 80 shares of Class “C” Preferred shares of stock pursuant to agreements to convert the notes payable including
accrued principal, officer debt conversions and stockholder non-employee compensation.



Series D Preferred Stock



As of December 31, 2013, the Company
has designated 1,000,000 shares of preferred stock as Series D preferred stock, with a par value of $.001 per share, of which no
shares of preferred stock are issued and outstanding.  Shares of Series D Preferred Stock are anti-dilutive to reverse
splits. The conversion rate of shares of Series B Preferred Stock, however, would increase proportionately in the case of forward
splits, and may not be diluted by a reverse split following a forward split. Each one share of the Series D Preferred Stock shall
have voting rights equal to five (5) votes of Common Stock. With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series D Preferred Stock shall
vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate class voting
is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws.  The initial price of each
share of Series D Preferred Stock shall be $2.50.



Series E Preferred Stock



As of December 31, 2013, the Company
has designated 2,000,000 shares of preferred stock as Series E preferred stock, with a par value of $.001 per share, of which no
shares of preferred stock are issued and outstanding.  Shares of Series E Preferred Stock are anti-dilutive to reverse
splits. The conversion rate of shares of Series E Preferred Stock, however, would increase proportionately in the case of forward
splits, and may not be diluted by a reverse split following a forward split. Each one share of the Series E Preferred Stock shall
have voting rights equal to five (5) votes of Common Stock. With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series E Preferred Stock shall
vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate class voting
is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws.  The initial price of each
share of Series E Preferred Stock shall be $2.50



Series F Preferred Stock



As of December 31, 2013, the Company
has designated 1,000,000 shares of preferred stock as Series F preferred stock, with a par value of $.001 per share, of which no
shares of preferred stock are issued and outstanding.  Shares of Series F Preferred Stock are anti-dilutive to reverse
splits. The conversion rate of shares of Series F Preferred Stock, however, would increase proportionately in the case of forward
splits, and may not be diluted by a reverse split following a forward split. Each one share of the Series F Preferred Stock shall
have voting rights equal to five (5) votes of Common Stock. With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series F Preferred Stock shall
vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate class voting
is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws.  The initial price of each
share of Series F Preferred Stock shall be $2.50.



Series G Preferred Stock



As of December 31, 2013, the Company
has designated 2,000,000 shares of preferred stock as Series G preferred stock, with a par value of $.001 per share, of which no
shares of preferred stock are issued and outstanding.  Shares of Series G Preferred Stock are anti-dilutive to reverse
splits. The conversion rate of shares of Series G Preferred Stock, however, would increase proportionately in the case of forward
splits, and may not be diluted by a reverse split following a forward split. Each one share of the Series G Preferred Stock shall
have voting rights equal to five (5) votes of Common Stock. With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series G Preferred Stock shall
vote together with the holders of Common Stock, without regard to class, except as to those matters on which separate class voting
is required by applicable law or the Corporation’s Certificate of Incorporation or Bylaws.  The initial price of each
share of Series G Preferred Stock shall be $2.50.

28





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





Common Stock



2013



In October 2013, the Board of Directors
approved increasing the number of authorized share of common stock from 250,000,000 to 3,000,000,000 and authorize 2 classes of
Preferred Stock.



On March 28, 2012, a motion to amend
the Corporation’s Articles of Incorporation with the State of Colorado to increase the authorized shares of common stock
from 60,000,000 to 250,000,000 was brought before the Board and adopted. The board passed the resolution on June 4, 2012 and called
a special meeting to be held on July 18, 2012, the agenda of which was to invite all shareholders of record to vote on the proposed
amendment. On July 18, 2012 the amendment was passed.



During the year ended December
31, 2013, the Company issued 60,509,257 share of its common stock for $72,750 in cash, services value at $200,000 and conversion
of debt of $65,874.



During the year ended December
31, 2013, the Company issued 8,926,657 share of its common stock for $35,000 in cash and services value at $13,800.



During the year ended December
31, 2013, the Company issued 1,880,848,703 share of its common stock to the Company’s CEO for services.



During the year ended December 31,
2013, the Company granted 1,250,000 shares of its common stock valued at $25,000 to a note holder as additional consideration for
the issuance of a note.  The value of the shares has been reflected by the Company as a valuation discount upon issuance of
the note. The Company has yet to issue the shares as of December 31, 2013 but has reflected these shares as outstanding in the
accompanying statement of shareholders’ deficiency.



During the year ended December 31,
2013, the Company issued 2,902,273 shares of common stock to consultants for services rendered that were valued at $139,272.



During the year ended December 31,
2013, the Company issued 46,958,514 shares of common stock to officers for the conversion of accrued salaries valued at $724,378.



2012



On March 28, 2012, a motion to amend
the Corporation’s Articles of Incorporation with the State of Colorado to increase the authorized shares of common stock
from 60,000,000 to 250,000,000 was brought before the Board and adopted. The board passed the resolution on June 4, 2012 and called
a special meeting to be held on July 18, 2012, the agenda of which was to invite all shareholders of record to vote on the proposed
amendment. On July 18, 2012 the amendment was passed.



During the year ended December 31,
2012, the Company granted 1,250,000 shares of its common stock valued at $25,000 to a note holder as additional consideration for
the issuance of a note. The value of the shares has been reflected by the Company as a valuation discount upon issuance of
the note. The Company has yet to issue the shares as of December 31, 2012 but has reflected these shares as outstanding in the
accompanying statement of shareholders’ deficiency.



During the year ended December 31,
2012, the Company issued 2,902,273 shares of common stock to consultants for services rendered that were valued at $139,272.



During the year ended December 31,
2012, the Company issued 46,958,514 shares of common stock to officers for the conversion of accrued salaries valued at $724,378.



29





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





11.        Stock Options and Warrants



Employee Stock Options



The following table summarizes the changes
in the options outstanding at December 31, 2013, and the related prices for the shares of the Company’s common stock issued
to employees of the Company under a non-qualified employee stock option plan.



|Range of Exercise Prices |      |  | Number Outstanding |  |           | Weighted Average Exercise Price |  |   | Weighted Average Remaining Contractual Life |  |  | Number Exercisable |      |  | Weighted Average Exercise Price | 
|------------------------ | ---- |  | ------------------ |  | --------- | ------------------------------- |  | - | ------------------------------------------- |  |  | ------------------ | ---- |  | ------------------------------- | 
|                         |      |  |                    |  |           |                                 |  |   |                                             |  |  |                    |      |  |                                 | 
|$                        | 0.10 |  |                    |  | 2,500,000 |                                 |  | $ | 0.10                                        |  |  |                    | 8.99 |  |                                 | 
|                         |      |  |                    |  | 2,500,000 |                                 |  |   |                                             |  |  |                    | 9.27 |  |                                 | 



A summary of the Company’s stock awards for options as of
December 31, 2013 and changes for the year ended December 31, 2013 is presented below:



|                               |  | Stock Options |            |   | Weighted Average Exercise Price |  
|------------------------------ |  | ------------- | ---------- | - | ------------------------------- | -
|Outstanding, December 31, 2012 |  |               | 5,500,000  |   |                                 | $
|Granted                        |  |               | –          |   |                                 |  
|Exercised                      |  |               | –          |   |                                 |  
|Expired/Cancelled              |  |               | (3,000,000 | ) |                                 |  
|Outstanding, December 31, 2012 |  |               | 2,500,000  |   |                                 | $
|Granted                        |  |               | –          |   |                                 |  
|Exercised                      |  |               | –          |   |                                 |  
|Expired/Cancelled              |  |               | –          |   |                                 |  
|Outstanding, December 31, 2013 |  |               | 2,500,000  |   |                                 | $
|Exercisable, December 31, 2013 |  |               | 2,500,000  |   |                                 | $



The weighted-average fair value of stock options granted to employees
during the year ended December 31, 2013 and December 31, 2012, respectively, and the weighted-average significant assumptions used
to determine those fair values, using a Black-Scholes-Merton (“Black-Scholes”) option pricing model are as follows:



|                                            |  | December 31, 2013 |              |   | December 31, 2012 |  
|------------------------------------------- |  | ----------------- | ------------ | - | ----------------- | -
|Significant assumptions (weighted-average): |  |                   |              |   |                   |  
|Risk-free interest rate at grant date       |  |                   | 0.31 to 1.71 | % |                   |  
|Expected stock price volatility             |  |                   | 100          | % |                   |  
|Expected dividend payout                    |  |                   | -            |   |                   |  
|Expected option life (in years)             |  |                   | 5.00         |   |                   |  
|Expected forfeiture rate                    |  |                   | 0            | % |                   |  
|Fair value per share of options granted     |  | $                 | 0.17         |   |                   | $



The expected life of awards granted represents
the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a
basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms
and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected
life of the option award.



We estimate the volatility of our common stock
based on the calculated historical volatility of similar entities in industry, in size and in financial leverage whose share prices
are publicly available. We base the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied
yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the
award. We have not paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable
future. Consequently, we use an expected dividend yield of zero in the Black-Scholes-Merton option valuation model.



There were no options exercised during the years ended December
31, 2013 or 2012.

30







Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012





Total stock-based compensation expense in connection
with options granted to employees recognized in the consolidated statement of operations for the years ended December 31, 2013
and 2012 was $0 and $0, respectively, net of tax effect. Total stock-based compensation expense in connection with options granted
to non-employees recognized in the consolidated statement of operations for the years ended December 31, 2013 and 2012 was $0 and
$0, respectively, net of tax effect. Additionally, none of the options outstanding and unvested as of December 31, 2013 had any
intrinsic value.



Warrants



The following table summarizes the changes
in the warrants outstanding at December 31, 2013, and the related prices for the shares of the Company’s common stock issued
to non-employees of the Company.  These warrants were issued in lieu of cash compensation for services performed or financing
expenses and in connection with the private placements.



|Range of Exercise Prices |  | Number Outstanding |            |  | Weighted Average Exercise Price |   |      | Weighted Average Remaining Contractual Life |  |  | Number Exercisable |  |      | Weighted Average Exercise Price |           
|------------------------ |  | ------------------ | ---------- |  | ------------------------------- | - | ---- | ------------------------------------------- |  |  | ------------------ |  | ---- | ------------------------------- | ----------
|                         |  |                    |            |  |                                 |   |      |                                             |  |  |                    |  |      |                                 |           
|$ 0.01 - $0.15           |  |                    | 11,796,613 |  |                                 | $ | 0.08 |                                             |  |  | 1.02               |  |      |                                 | 11,796,613
|$ 0.20                   |  |                    | 5,050,000  |  |                                 | $ | 0.20 |                                             |  |  | 1.43               |  |      |                                 | 5,050,000 
|                         |  |                    |            |  |                                 |   |      |                                             |  |  |                    |  |      |                                 |           
|                         |  |                    |            |  | 16,846,613                      |   |      |                                             |  |  |                    |  | 1.15 |                                 |           



A summary of the Company’s stock awards for warrants as of
December 31, 2013 and changes for the year ended December 31, 2013 is presented below:



|                               |  | Warrants |             |   | Weighted Average Exercise Price |  
|------------------------------ |  | -------- | ----------- | - | ------------------------------- | -
|Outstanding, January 1, 2012   |  |          | 31,141,612  |   |                                 | $
|Granted                        |  |          | 2,915,000   |   |                                 |  
|Exercised                      |  |          | –           |   |                                 |  
|Expired/Cancelled              |  |          | (5,789,999  | ) |                                 |  
|Outstanding, December 31, 2012 |  |          | 28,266,613  |   |                                 |  
|Granted                        |  |          | –           |   |                                 |  
|Exercised                      |  |          | –           |   |                                 |  
|Expired/Cancelled              |  |          | (11,420,000 | ) |                                 |  
|Outstanding, December 31, 2013 |  |          | 16,848,613  |   |                                 |  
|Exercisable, December 31, 2013 |  |          | 16,848,613  |   |                                 |  



12.       SUBSEQUENT EVENTS



Preferred stock issuance



On June 30, 2014, the Company has approved, to Amend the Designations,
Rights & Privileges of Series C and authorize 4 additional classes of Preferred Stock having 5,000,000 class H authorized with
a par value of .001; 20,000,000 class I authorized with a par value of .001; 10,000,000 class J authorized with a par value of
..001; 10,000,000 class K authorized with a par value of .001. This action became effective upon the filing of an amendment to our
Articles of Incorporation with the Secretary of State of Colorado.

31





Cardiff International, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2013 and 2012



Notes Payable conversions



In January and February 2014, $22,500 and $8,250 of notes payable
and accrued interest were converted into 62,383,636 shares of common stock.



Acquisitions



We Three, LLC



The Company completed the acquisition of We Three, LLC (d/b/a Affordable
Housing Initiative)(“AHI”) The acquisition became effective, May 15, 2014. The Company issued approximately 400,000
shares of Preferred Class “F” Shares as consideration for the Acquisition. Based on the price of $2.50 per Preferred
“F” Class of stock the acquisition consideration represents a $1,000,000 evaluation.



The Preferred “F” share of stock was adjusted as a result
of the authorization and declaration of a special distribution with a conversion rate of 1 to 5 Common Stock ("Special Conversion").
The Special Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by CDIF pursuant to the terms of the
Acquisition.



Romeo's NY Pizza



On June 30, 2014, the Company completed the acquisition of Romeo’s
NY Pizza. The Company issued approximately 400,000 shares of Preferred Class “D” Shares as consideration for the Acquisition.
Based on the price of $2.50 per Preferred “D” Class of stock the acquisition consideration represents a $1,000,000
evaluation.



The Preferred “D” share of stock was adjusted as a result
of the authorization and declaration of a special distribution with a conversion rate of 1 to 5 Common Stock ("Special Conversion").
The Special Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by CDIF pursuant to the terms of the
Acquisition.



Edge
View Properties –



On July 11, 2014, the Company
completed the acquisition of Edge View Properties. The Company issued 300,000 shares of Preferred Class “E” Shares
as consideration for the Acquisition. Based upon the price of $2.50 per Preferred “E” Class of Stock. The Acquisition
consideration represents a $750,000 evaluation.



The Preferred “E” share of stock was adjusted as a result
of the authorization and declaration of a special distribution with a conversion rate of 1 to 5 Common Stock ("Special Conversion").
The Special Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by CDIF pursuant to the terms of the
Acquisition.









32





ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.



We did not have any disagreements
on accounting and financial disclosures with our present accounting firm during the reporting period.



ITEM 9A(T). CONTROLS AND PROCEDURES.



Conclusion Regarding the Effectiveness of
Disclosure Controls and Procedures



Under the supervision and
with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated
the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures are ineffective.



As described below under
Management's Report on Internal Control over Financial Reporting, our management has identified and reported to our audit committee
and KLJ & Associates, LLP our independent registered public accounting firm, material weaknesses in our internal control over
financial reporting. As a result of these material weaknesses, our CEO and CFO have concluded that, as of December 31, 2013,
our internal controls over financial reporting were not effective.



Report of Management on Internal Control
Over Financial Reporting



Our management is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial
reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes
in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting
includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance
that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts
and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that
unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would
be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.



Management conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management concluded that the company’s internal control over financial reporting was ineffective as of December 31,
2013. There were no significant changes in our internal control over financial reporting during the year ended December 31,
2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



This annual report does
not include an attestation report of the company’s registered public accounting firm regarding internal controls over financial
reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report
in this annual report.



Ineffective controls over the accounting
for cash disbursements



Management has not obtained
or maintained documentation supporting all cash disbursements. This control deficiency arose during the year ended December 31,
2007 and was identified by management during the annual evaluation of the effectiveness of internal control over financial reporting.



Ineffective controls over the recording
of equity transactions



Management does not have
an adequate process to ensure that all equity transactions are properly recorded in a timely manner.



Lack of segregation of duties and ineffective
review process



Management does not have
proper segregation of duties and does not have an effective review process in place.

33





Lack of oversight by Audit Committee



The Company does not have
a functioning audit committee due to a lack of independent members and a lack of outside directors on our board of directors, resulting
in ineffective oversight in the establishment and monitoring of required internal controls, approvals and procedures.





Attestation Report of the Registered Public Accounting Firm.



This annual report does
not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.



ITEM 9B. OTHER INFORMATION.



Nothing to report.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE



Set forth below are the
names of the directors and officers of the Company, all positions and offices with the Company held, the period during which he
has served as such, and the business experience during at least the last five years:



|Name            |  | Age |  | Positions and Offices Held                                      | 
|--------------- |  | --- |  | --------------------------------------------------------------- | 
|                |  |     |  |                                                                 | 
|Daniel Thompson |  | 65  |  | Chairman/Chief Financial Officer former Chief Executive Officer | 
|                |  |     |  |                                                                 | 
|Kathy Roberton  |  | 55  |  | Chief Executive Officer                                         | 
|                |  |     |  |                                                                 | 

The above listed officer
and director is not involved, and has not been involved in the past five years, in any legal proceedings that are material to an
evaluation of their ability or integrity.



DESCRIPTION



Background Information about Our Officers
and Directors



Daniel Thompson:
Mr. Thompson former CEO of Legacy Card Company was appointed the new CEO of Cardiff International, Inc. after the reverse merger.
In June of 2010 Thompson was appointed Chairman and CEO of Cardiff International, Inc. in June 2010. Formerly a television and
entertainment industry professional with a 30-year career that embraces network and cable advertising sales programming production
and product placement, Mr. Thompson was president of Creative Entertainment Services, which he founded and successfully sold in
a transaction. Mr. Thompson also co-founded and successfully sold an industry service company – Creative Television Marketing,
a producer of short-form advertising concepts: Closed-Captioning Sponsorships, 10-Second Promotional Advertising vehicles, and
network Game Show Merchandising. He also oversaw new business for A Creative Group, a full service entertainment marketing company.
Mr. Thompson also founded CableRep USA, a media sales firm specializing in local market cable advertising, which he sold to Cox
Cable in 1981. Mr. Thompson attended Wayne State University, Bellevue College, and College of Continuing Studies at University
of Nebraska at Omaha.



Kathy Roberton: Kathy
specializes in acquiring small to midsize private companies, securing financing for underfunded companies and restructuring public
companies. Most recently, Ms. Roberton took her OTC Public company (ARNH) from zero to over seventeen million dollars in assets
in less than six months, after which she sold the Company in February of 2014 to make a lateral move as the CEO for a newly emerging
QB company. Ms. Roberton has a very diverse background as an industry professional. She was the Co-founder and operator of a multi-specialty
medical practice, the former Chairman/CEO of ProLook Technologies specializing in video production, online sales and marketing
strategies; as well as a Network Marketing public speaker and recruiting expert. Ms. Roberton is a highly sought after consultant
for manufacturers operating in diverse sectors who desire to bring their products to market in different verticals, including through
network marketing, franchise roll outs and online marketing. Ms. Roberton attended Rogue Valley School of Business and Liberty
University with a major in Business and minor in Psychology.



34







Family Relationships



There are no family relationships
among our directors and executive officers. No director or executive officer has been a director or executive officer of any business
which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been
convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive
officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been
found by a court to have violated a federal or state securities or commodities law.



Committees of the Board of Directors



There are no committees
of the Board of Directors.



Section 16(a) Beneficial Ownership
Reporting Compliance



Section 16(a) of the
Securities Exchange Act of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten
percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission
(“SEC”). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in its Form 10-K
and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most
recent year or prior years. We have nothing to report in this regard.



Code of Ethics



We adopted a code of ethics
that applies to all officers, directors and employees of the Company, a copy of which was filed as Exhibit 14 to the Form 10-K
for the fiscal year ended December 31, 2011.



Options/SAR Grants and Fiscal Year End Option
Exercises and Values



We have not had a stock
option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, other than
as is discussed in this Annual Report.



Item 11. EXECUTIVE COMPENSATION



Summary Compensation Table



The following table sets
forth certain information concerning compensation for services rendered for the past three years to the Company’s Chief Executive
Officer and to the Company’s most highly compensated officers other than the CEO, whose annual salary and bonus exceeded
$100,000:



|Name and OtherAnnual Principal Position | Year              | Salary                      | Bonus           | Other Annual Compensation | StockAwards               | Options/
        SAR’s (#) | LTIPPayouts     | Other
        Compensation
|--------------------------------------- | ----------------- | --------------------------- | --------------- | ------------------------- | ------------------------- | -------------------------- | --------------- | --------------------------
|                                        |                   |                             |                 |                           |                           |                            |                 |                           
|Daniel Thompson, Chairman, CFO          | 2013
        2012 | -300,000-
        -300,000- | -0-
        -0- | -0-
        -0-           | 2,257,018 (1)
        -0- | -0-
        -0-            | -0-
        -0- | -0-
        -0-           
|                                        | 2011              | -300,000-                   | -0-             | -0-                       | -0-                       | -3,000,000-                | -0-             | -0-                       
|                                        |                   |                             |                 |                           |                           |                            |                 |                           
|                                        |                   |                             |                 |                           |                           |                            |                 |                           
|Kathy Roberton, CEO                     | 2013
        2012 | -0-
        -0-             | -0-
        -0- | -0-
        -0-           | -0-
        -0-           | -0-
        -0-            | -0-
        -0- | -0-
        -0-           
|                                        | 2011              | -0-                         | -0-             | -0-                       | -0-                       | -0-                        | -0-             | -0-                       
|                                        |                   |                             |                 |                           |                           |                            |                 |                           
|Joseph DiLeonardo, Former President     | 2013
        2012 | -180,000-
        -180,000- | -0-
        -0- | -0-
        -0-           | -0-
        -0-           | -0-
        -0-            | -0-
        -0- | -0-
        -0-           
|                                        | 2011              | -180,000-                   | -0-             | -0-                       | -0-                       | -0-                        | -0-             | -0-                       



(1) On October 20, 2013, the Company issued 1,880,848,703
shares of common stock to Mr. Thompson amounted to $2,257,018.

35







Employment Agreements



On May 15, 2014 we entered
into an employment agreement with Kathy Roberton as Chief Executive Officer. Terms of this agreement include the following: (i)
annual salary of $300,000, (ii) five year term, (iii) eligible for quarterly bonuses (TBD), (iv) medical and health benefits.



On June of 2011 we entered
into an employment agreement with Daniel Thompson. The terms of the agreement includes the following terms: (1) monthly salaries
of $25,000, (ii) annual bonus of 2% pre-tax profits, (iii) five year term; (iv) medical and health benefits; (v) termination without
cause results in compensation paid for four years, (vi) the sale of the Company results in compensation paid for three years.



In July 2013, the employment
agreement with Joseph DiLeonardo expired.



In the future, the Company
may approve payment of salaries for officers and directors. The Company also does not currently offer or have any benefits, such
as health or life insurance, available to its employees.



No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



The following sets forth
the number of shares of our $.0.001 par value common stock beneficially owned by (i) each person who, as of December 31, 2013,
was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our
Officers and Directors as a group. A total of 2,516,819,600 common shares were issued and outstanding as of June 30, 2014.



|Shareholder                                     |  | CommonStock (1) |               |     | Percentage | 
|----------------------------------------------- |  | --------------- | ------------- | --- | ---------- | 
|                                                |  |                 |               |     |            | 
|Daniel Thompson (2)                             |  |                 | 1,883,927,231 | (3) |            | 
|                                                |  |                 |               |     |            | 
|Joseph DiLeonardo (2)                           |  |                 | 2,500,000     |     |            | 
|                                                |  |                 |               |     |            | 
|All officers and directors as a group 2 persons |  |                 | 5,578,528     |     |            | 
|                                                |  |                 |               |     |            | 
|TOTAL                                           |  |                 | 5,578,528     |     |            | 



(1) All ownership is beneficial
and of record, unless indicated otherwise.



(2) The Beneficial owner
has sole voting and investment power with respect to the shares shown.



(3) Daniel Thompson is an
officer and director, the amount listed includes 1,478,528 shares issued in the name of Daniel Thompson, and 1,600,000 shares owned
by the Thompson Family Trust.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.



During the years ended
December 31, 2013 and 2012, we received loans from officers/directors Daniel Thompson in the amount of $0 and $1,350,
respectively. During the years ended December 31, 2013 and 2012, we repaid loans to officers / directors Daniel Thompson in
the amount of $51,599 and $51,599, respectively.



Conversion of equity



On October 20, 2013,
the Company issued 1,880,848,703 shares of common stock to Mr. Thompson amounted to $2,257,018 ,



On December 5, 2013, the
Company issued one (1) Series A Preferred Stock, $0.0001 (Voting Share)



On December 6, 2013, the
Company issued 720,000 Series B Preferred Shares $0.001 par value and 1 Series C Preferred Share, par value $0.0001 to Mr. Thompson
amounted to $1,800,003.



There are not currently
any conflicts of interest by or among its current officers, directors, key employees or advisors. The Company has not yet formulated
a policy for handling conflicts of interest; however, it intends to do so prior to hiring any additional employees.



36







ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Our independent auditor,
KLJ & Associates, was paid an aggregate of $ for the year ended December 31, 2013 and for professional services rendered for
the audit of the Company's annual financial statements.



Our previous independent
auditor, Weinberg and Associates, was paid an aggregate of $26,000 for the year ended December 31, 2012 and for professional services
rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly
reports.



We do not have an audit
committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the
scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.



ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.



The following financial
information is filed as part of this report:



(a)



(1) FINANCIAL STATEMENTS



(2) SCHEDULES



(3) EXHIBITS. The following exhibits
required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:



|Exhibit Number | Description                                                     
|-------------- | ----------------------------------------------------------------
|               |                                                                 
|3.1*           | Articles of Incorporation                                       
|               |                                                                 
|3.2*           | Bylaws                                                          
|               |                                                                 
|31.1           | Certification of Chief Executive Officer pursuant to Section 302
|               |                                                                 
|31.2           | Certification of Chief Financial Officer pursuant to Section 302
|               |                                                                 
|32.1           | Certification of Chief Executive Officer pursuant to Section 906
|               |                                                                 
|32.2           | Certification of Chief Financial Officer pursuant to Section 906
|               |                                                                 
|99.1           | Temporary Hardship Exemption                                    



|101.INS** | XBRL Instances Document                               
|--------- | ------------------------------------------------------
|101.SCH** | XBRL Taxonomy Extension Schema Document               
|101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document 
|101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document  
|101.LAB** | XBRL Taxonomy Extension Label Linkbase Document       
|101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document



____________

* Previously filed.

** To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.



37





SIGNATURES



In accordance with Section 12 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 on August 14, 2014.





| | Cardiff International, Inc.                              
| | ---------------------------------------------------------
| |                                                          
| |                                                          
| | By:   /s/ Daniel Thompson                                
| | Daniel
    Thompson, Chief Financial Officer and Chairman
| |                                                          
| | By:   /s/ Kathy Roberton                                 
| | Kathy Roberton, Chief Executive Officer                  
| |                                                          
| |                                                          





Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity
and on the date indicated.





|/s/ Daniel Thompson | Chief Financial Officer and Director | August 19, 2014
|------------------- | ------------------------------------ | ---------------
|Daniel Thompson     | Title                                | Date           



|/s/ Kathy Roberton | Chief Executive Officer | August 19, 2014
|------------------ | ----------------------- | ---------------
|Kathy Roberton     | Title                   | Date           







38