AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
of Report (Date of earliest event reported): July 18, 2018
name of Registrant as specified in its charter)
(State or other jurisdiction
401 E. Las Olas Blvd. Suite 1400
Ft. Lauderdale, FL 33301
of principal executive offices, including zip code)
telephone number, including area code)
(Former Name or former address
if changed from last report.)
Check the appropriate box below
if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets
Lexington Corporation (OTCQB:CDIX) and Platinum Tax Defenders (Private: “Platinum Tax Defenders”) as previously announced
on July 18
, 2018 signing a definitive merger agreement under which Platinum Tax Defenders will merge into Cardiff
Lexington as its wholly owned subsidiary has been completed effected July 30
, 2018. Audited financials will follow
in an upcoming 8K within the required 75-day period following the closing.
Tax Defenders (http://www.platinumtaxdefenders.com) a forward-thinking leader in the Tax Resolution Industry, that not only has
no limit to the size of the tax debt they can assist with, but also provides services to the under-served taxpayer owing less than$10,000.
This unique yet proven business model has enabled Platinum Tax Defenders to experience tremendous growth.
Platinum Tax Defenders
offers a wide variety of
services for individuals and businesses
that are dealing with back taxes or are having issues paying off their current year tax bill. For those owing back taxes it can
be a stressful time when the taxman comes knocking. Taxes are simply a part of life, and they must be paid; yet in today’s
economy, many people of all backgrounds and financial classes are having issues with back tax payments as well as current year
tax bills. The IRS is very aware of the issues that many hard-working individuals and business owners are facing, and today more
than ever they are offering a variety of options to pay down
. These include
Offer in Compromise
one-time lump sum payment
hardship status and penalty abatement. The issue that many
people have when it comes to paying taxes is simple financial anxiety. They may worry that the IRS won’t accept their terms,
or they are simply not knowledgeable on how the IRS operates.
In connection with the closing of the acquisition, on July 30
2018 a Preferred “L” Class of stock with a par value of $0.001was established and issued. The Preferred “L”
Class of stock rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed at the adjusted rate
of $0.013 per share for a total of 98.307,692 representing a value of $1,278,000. These Preferred “L” shares have a
lock-up/leak-out limiting the sale of stock for12 months after which conversions and sales are limited to 20% of their portfolio
per year, pursuant to the terms of the Acquisition Agreement.
On June 8, 2018, CDIX’s Board of Directors approved retaining
current founders to serve as senior management of Platinum Tax Defenders.
There are no family relationships of our directors or executive
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
Cardiff International, Inc.
/s/ Daniel Thompson