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of Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on March 27, 2024)
−Removed: Consent of Grassi & Co., CPAs, P.C.
+Added: of Grassi & Co., CPAs, P.C.
+Added: (incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K filed on March 27, 2024)
Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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To the Board of Directors and
−Removed: Stockholders of Cardiff Lexington Corporation and Subsidiaries
−Removed: Opinion on the Financial Statements
+Added: Stockholders of Cardiff Lexington Corp and Subsidiaries
+Added: on the Financial Statements
We have audited the accompanying balance sheets
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As discussed in Note 2 to the consolidated financial
−Removed: statements, the Company’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022 have been restated
−Removed: to correct certain misstatements.
+Added: statements, the Company’s consolidated financial statements as of and for the year ended December 31, 2022 have been restated to
+Added: correct certain misstatements.
Substantial Doubt Regarding the Company’s
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Critical Audit Matter Description
−Removed: As of December 31, 2023, the Company
−Removed: had approximately $5.7 million of goodwill.
−Removed: As discussed in Note 1 and Note 12 to the consolidated financial statements, goodwill is tested
−Removed: annually for impairment at the reporting unit level, or more frequently if impairment indicators arise.
−Removed: The principal consideration for our
−Removed: determination that this was a critical audit matter resulted from the material balance of goodwill at year end and the Company’s
−Removed: goodwill impairment analyses requiring a high degree of management judgement.
−Removed: There was a high degree of subjective auditor judgment associated
−Removed: with the evaluation of management’s assertion with respect to the realizability of goodwill.
+Added: December 31, 2023, the Company had approximately $5.7 million of goodwill.
+Added: As discussed in Note 1 and Note 12 to the consolidated financial
+Added: statements, goodwill is tested annually for impairment at the reporting unit level, or more frequently if impairment indicators arise.
+Added: principal consideration for our determination that this was a critical audit matter resulted from the material balance of goodwill at
+Added: year end and the Company’s goodwill impairment analyses requiring a high degree of management judgement.
+Added: There was a high degree
+Added: of subjective auditor judgment associated with the evaluation of management’s assertion with respect to the realizability of goodwill.
How we addressed the matter:
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qualitative assessment.
−Removed: We obtained management’s qualitative goodwill analysis and compared certain significant assumptions to
−Removed: existing market conditions and information.
−Removed: We also compared significant assumptions, where relevant, to the plans of the Company, including
−Removed: management’s expectations regarding the Company’s business model, customer base and other relevant factors.
−Removed: Finally, we assessed
−Removed: the adequacy of the disclosures in the consolidated financial statements.
−Removed: & CO., CPAs, PC
+Added: We obtained management’s qualitative goodwill analysis and compared certain significant assumptions to existing
+Added: market conditions and information.
+Added: We also compared significant assumptions, where relevant, to the plans of the Company, including management’s
+Added: expectations regarding the Company’s business model, customer base and other relevant factors.
+Added: Finally, we assessed the adequacy
+Added: of the disclosures in the consolidated financial statements.
+Added: GRASSI & CO., CPAs, PC
We have served as the Company’s auditor since 2022.
Jericho, New York
−Removed: 2024, except for Notes 1, 2 and 17, as to which date is July 23, 2024
+Added: March 27, 2024
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
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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.