What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2023-06-06 compared with 2022-10-21 · 28 added, 27 removed, 3 unchanged (95% of the section changed)

LEGAL PROCEEDINGS.

Cardiff filed a lawsuit on October 4, 2020 in

the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida seeking to nullify agreements with six individuals.

In violation of the management agreement entered into by the Company and Ihsane (Jay) Jahid in connection with the Company’s acquisition

of Red Rock Travel Group, LLC, the Company alleges that Mr.

Jahid engaged in self-interested, self-serving conduct utilizing the Company’s

goodwill to enter into certain Convertible Note agreements with Matt Kanuck, Rita Home & Investment, LLC, Taoufik Litefti, Khalid

Ahroum, and Iham Taharraoui without the legal authority to bind the Company.

The Company alleges that it did not authorize Mr.

enter into the subject agreements with the five other defendants, was not aware that Mr.

Jahid had done so, Mr.

Jahid was acting outside

of the scope of his authority when he caused the Company to enter into the agreements, the five other defendants knew or should have known

Jahid did not have the authority to bind the Company to the obligations contemplated by the subject agreements, and any rights

that the five other defendants claim under the agreements with Mr.

Jahid are controverted by the management agreement that was in place

between the Company and Mr.

Jahid and therefore cannot form the basis for any breach of contract claims against the Company.

are currently engaged in settlement negotiations.

31, 2021, without knowledge or consent of Cardiff Lexington or Edge View Properties and in a manner to conceal his unlawful actions, a

property manager used a new company check from Summit National Bank to withdraw $50,000 from the Company Account.

The Defendant is being

charged with intentional, oppressive, fraudulent, malicious and outrageous damages.

We received the Court’s decision on our

Motion for Partial Summary Judgment.

In the decision, the Judge denied our Motion for Partial Summary Judgment due to several disputed

facts and unanswered questions.

Case is pending.

From time to time, we may become involved in various

lawsuits and legal proceedings which arise in the ordinary course of business.

However, litigation is subject to inherent uncertainties,

and an adverse result in these or other matters may arise from time to time that may harm our business.

Except as set forth below, we

are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial

condition or operating results.

On August 24, 2021, charges were filed by Absolute

Medical Group, LLC against our company for breach of contract in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward

County, Florida seeking damages.

We filed a counterclaim alleging violations of the management agreement between the parties and rightful

termination for cause including damages.

This case is pending.

On October 8, 2021, we filed a complaint in Idaho

against Mark Adams, seeking an award of damages against him and asserting the following claims:

(1) constructive trust;

(2) breach of

(3) breach of fiduciary duties;

and (4) conversion.

We also seek costs and attorney’s fees.

On August 31, 2021, without

our knowledge or consent and in a manner to conceal his unlawful actions, a property manager used a new company check from Summit National

Bank to withdraw $50,000 from the company account.

The defendant is being charged with intentional, oppressive, fraudulent, malicious,

and outrageous damages.

On November 11, 2021, the defendant filed a counterclaim alleging that no valid contract existed between the parties

and asked to dissolve the company, grant his counterclaim, dismiss our complaint, and award of attorney fees.

This case is pending.

MINE SAFETY DISCLOSURES.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings