What changed in this filing

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Item 5. Other Information

2024-08-14 compared with 2024-05-10 · 47 added, 32 removed, 38 unchanged (68% of the section changed)

OTHER INFORMATION.

During the quarter ended June 30, 2024, no director or

officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

We received a letter from the SEC, dated July

10, 2024, which contained comments from the SEC relating to our Annual Report of Form 10-K for the fiscal year ended December 31, 2023,

or the 2023 10-K.

In response to such comments, we filed amendments to the 2023 10-K on July 24, 2024 and on August 8, 2024.

date of this report, the SEC comments that remain pending, which we have addressed in the 2023 10-K amendment filed on August 8, 2024

and in an accompanying letter to the SEC, for which we are awaiting the SEC’s response.

Since we have not yet resolved all of the

comments of the staff of the SEC, we may be required to further amend our 2023 Form 10-K and it is possible that we may be required to

amend this report in order to incorporate any additional input we receive from the staff of the SEC.

The SEC has requested that we provide additional

discussions and disclosures, including those related to:

accounts receivable and roll forward for allowance for credit losses balances;

amounts and statistics for accounts receivable factored (sold) to third party(s);

collection financial information;

settlement amounts

and statistics for amounts written off and charged to bad debt expense;

and the accounting treatment of current assets based on our normal

operating cycle.

Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to Amendment No.

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Amendment to Amended and Restated Articles of Incorporation Cardiff Lexington Corporation

Certificate of Amendment to Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed on May 10, 2024)

Certificate of Designation of Series A Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to Amendment No.

Registration Statement on Form S-1/A filed on August 3, 2023)

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to Amendment No.

Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to

Exhibit 3.4 to the Annual Report on Form 10-K filed on March 27, 2024)

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to Amendment No.

the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to

Exhibit 3.6 to the Annual Report on Form 10-K filed on March 27, 2024)

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.5 to Amendment No.

Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8

to the Annual Report on Form 10-K filed on March 27, 2024)

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to Amendment No.

the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit

3.10 to the Annual Report on Form 10-K filed on March 27, 2024)

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.10 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.7 to Amendment No.

Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to

Exhibit 3.12 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to Amendment No.

Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to

Exhibit 3.14 to the Annual Report on Form 10-K filed on March 27, 2024)

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.9 to Amendment No.

Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit

3.16 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series N Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to the

Annual Report on Form 10-K filed on June 6, 2023)

Amended and Restated Certificate of Designation of Series R Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to

Exhibit 3.18 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series X Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to

Amendment No.

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Correction of Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.16 to the Annual Report on Form 10-K filed on March 27, 2024)

Certificate of Designation of Series N Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed on June 6, 2023)

of Designation of Series X Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit

3.12 to Amendment No.

1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

Certificate of Designation of Series Y Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on

Form 8-K filed on May 14, 2024)

Amended and Restated Bylaws of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed on June 6, 2023)

Common Stock Purchase Warrant issued by Cardiff Lexington Corporation to SILAC Insurance Company on May 21, 2021 (incorporated by reference to Exhibit 4.2

to the Annual Report on Form 10-K filed on June 6, 2023)

Common Stock Purchase Warrant issued by Cardiff Lexington Corporation to SILAC Insurance Company on May 21, 2021 (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed on June 6, 2023)

Settlement Agreement and Release of Claims, dated June 11, 2024, between Cardiff Lexington Corporation and GHS Investments, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2024)

Fixed Amount Settlement Promissory Note issued by Cardiff Lexington Corporation to GHS Investments, LLC on June 11, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 11, 2024)

Securities Exchange Agreement, dated May 13, 2024, between Cardiff Lexington Corporation and Leonite Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 14, 2024)

Security and Pledge Agreement, dated May 13, 2024, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Edge View Properties, Inc.

and Leonite Capital LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 14, 2024)

Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

15 unchanged sentences

duly authorized.

August 14, 2024

CARDIFF LEXINGTON CORPORATION

8 unchanged sentences

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-Q

Item 5. Other Information