AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
of Report (Date of earliest event reported): August 28, 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. ☐
Change in Registrant’s Certifying Accountant.
On August 28, 2018, Cardiff Lexington Corp
(the “Company”) dismissed Malone Bailey LLC (“MB”) as the Company’s independent registered public
accounting firm. The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) participated
in and approved the decision to change the Company’s independent registered public accounting firm.
MB’s audit reports on the Company’s
consolidated financial statements as of and for the years ended December 31, 2017 and first and second Quarter 2018 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that MB’s reports for the years ended December 31, 2017 and first and second Quarter 2018 included an
explanatory paragraph regarding the Company’s ability to continue as a going concern.
During the years ended December 31, 2017
and through the subsequent interim period through June 30
, 2018, there were (i) no disagreements (as described in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and MB on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to MB’s satisfaction,
would have caused MB to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable
events” within the meaning if Item 304(a)(1)(v) of Regulation S-K.
The Company provided MB with a copy of
the disclosures it is making in this Current Report on Form 8-K and requested that MB furnish a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of MB’s letter dated August
28, 2018, is filed as Exhibit 16.1.
On August 28, 2018, the Audit Committee
approved the appointment of Daszkol/Bolton, LLP (“DB”) as the Company’s independent registered public accounting
firm for the Company’s year ended December 31, 2018, subject to completion of DB’s standard client acceptance procedures
and execution of an engagement letter. On August 28
, 2018, DB completed its procedures, accepted appointment as the
Company’s independent registered public accounting firm and the Audit Committee executed an engagement letter with DB.
During the fiscal years ended December
31, 2017 and through the subsequent interim period through August 28
, 2018, neither the Company nor anyone acting
on its behalf has consulted with DB regarding (i) the application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written
report or oral advice was provided to the Company that DB concluded was an important factor considered by the Company in reaching
a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement
within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
Exhibit 16.1 - Letter from Malone Bailey dated August 28, 2018.
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 authorized.
Cardiff International, Inc.
/s/ Daniel Thompson