Sec Form 4 Filing - STEVEN POSNER IRREVOCABLE TRUST @ CARDIFF INTERNATIONAL INC - 2011-09-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STEVEN POSNER IRREVOCABLE TRUST 2. Issuer Name and Ticker or Trading Symbol CARDIFF INTERNATIONAL INC [ CDIF.PK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10800 BISCAYNE BOULEVARD, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 09/07/2011 (Street) MIAMI, FL33161 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/07/2011 J 2,000,000 A $ 0 ( 1 ) 4,500,000 D ( 2 ) Common Stock 11/17/2011 J 2,500,000 A $ 0 ( 3 ) 7,000,000 D ( 2 ) Common Stock 1,200,000 D ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEVEN POSNER IRREVOCABLE TRUST 10800 BISCAYNE BOULEVARD, SUITE 350 MIAMI, FL33161 X Posner Sean 10800 BISCAYNE BOULEVARD, SUITE 350 MIAMI, FL33161 X POSNER JARRETT B 10800 BISCAYNE BOULEVARD, SUITE 350 MIAMI, FL33161 X Estate of Steven N. Posner 10800 BISCAYNE BOULEVARD, SUITE 350 MIAMI, FL33161 X Signatures /s/ Jarrett Posner, as co-trustee 05/04/2012 Signature of Reporting Person Date /s/ Sean Posner, as co-personal representative 05/04/2012 Signature of Reporting Person Date /s/ Jarrett Posner, individually 05/04/2012 Signature of Reporting Person Date /s/ Sean Posner, individually 05/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 7, 2011, The Steven Posner Irrevocable Trust u/t/a Dated 06/17/65 (the "Trust") loaned Cardiff International, Inc. (the "Company") $50,000 dollars and received 2,000,000 shares of common stock as additional consideration. ( 2 )The securities are owned solely by The Steven Posner Irrevocable Trust u/t/a/ Dated 06/17/65 (the "Trust"), which is a member of a "group" with (a) The Estate of Steven Posner (the "Estate"), (b) Jarrett Posner and (c) Sean Posner (both Jarrett Posner and Sean Posner are co-personal representatives of the Estate and co-trustees of the Trust) for purposes of Section 13(d) of the Exchange Act. ( 3 )On November 17, 2011, the Trust loaned the Company $50,000 dollars and received 2,500,000 shares of common stock as additional consideration. ( 4 )The securities are owned solely by the Estate.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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