Cardiff International Inc. Announces Completion of Merger Agreement with Legacy Card Co. Inc.SALT LAKE CITY -- Cardiff International Inc., a Colorado corporation ("Cardiff" or the "company") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : CDIF (CASE Data Interchange Format) An EIA standard for exchanging data between CASE tools. See PCTE. CDIF - CASE Data Interchange Format ), announced the completion and closing of an Agreement and Plan of Merger to acquire Legacy Card Co. Inc., a Nevada corporation A Nevada Corporation is a corporation chartered under the laws of the U.S. state of Nevada. Nevada, like the state of Delaware (See Delaware corporation), is well known as a corporate haven. ("Legacy"), in exchange for 18,000,000 shares of Cardiff common stock that is comprised of "restricted securities" as defined in Rule 144 of the Securities and Exchange Commission for all of the outstanding shares of Legacy common stock. The merger was completed with the filing of Articles of Merger between Legacy Acquisition Corp., a Nevada corporation and wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of the company, and Legacy wherein Legacy is the surviving corporation and has become a wholly owned subsidiary of the company. Prior to the completion of the merger, the company had no business operations. Legacy, formerly a California LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , has developed the Commitment 529 Tuition Card, a MasterCard that makes a difference. The Legacy program leverages the two biggest economic forces in society -- consumer spending and the consumer credit market -- to create the most unique value-added credit card program in decades. Legacy's Commitment 529 Tuition Card helps solve a real need for America's families -- saving for your child's college education. The Commitment 529 Tuition Card is a unique, tax-free educational savings reward credit card that concentrates consumer loyalty and buying on national retailers in the Legacy merchant coalition. Several leading retailers have signed on to our tuition rewards program. They will contribute from 1% to 10% on card spend to the cardholder's child's "529" tax-free educational fund account. This retailer contribution will be supplemented by a 0.5% to 1.0% contribution from our card issuer; importantly, this contribution is applicable no matter where the cardholder card·hold·er n. One who holds a card, especially a credit card. card hold shops -- encouraging regular and daily use of our card above all others. Closing of the Merger Agreement is subject to certain requirements including completion of final documentation, due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. and other customary pre-closing conditions. There is no assurance this transaction will be completed. This press release does not constitute an offer of any securities for sale. This press release contains statements and information about management's view of the company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including risks and uncertainties associated with the possibility that the merger may not close, the realization of anticipated benefits of the transaction, general economic conditions, the combined company's inability to sufficiently anticipate market needs and develop products and product enhancements that achieve market acceptance, higher than anticipated expenses the combined company may incur in future quarters, and the combined company's working capital deficit and its ability to continue as a going concern. |
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