AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
of Report (Date of earliest event reported): November 27, 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. ☐
In this Current Report on Form 8-K,
“Company,” “our company,” “us,” and “our” refer to Cardiff Lexington Corporation,
unless the context requires otherwise.
Item 5.01 – Changes in Control of
On November 21, 2018 two hundred million (250,000,000) shares
of Preferred “I” stock have been authorized to issue to the following individuals: One Hundred Fifty Million (125,000,000)
shares of Preferred “I” Stock, par value $0.001 to be issued to Alex Cunningham, President/CEO and One Hundred Fifty
Million (125,000,000) shares of preferred “I” Stock issued to Daniel R Thompson, Chairman both members of the Board
of Directors to reduce debt for unpaid monies owed by Company.
Item 5.03 – Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
Increase in the Authorized shares of
Common Stock: On November 6, 2018, the Board of Directors of Cardiff Lexington Corporation, a Florida corporation (the
“Corporation”) authorized Five Billion (5,000,000,000) shares of 144 Common Stock, par value of $0.001 and One
Billion (1,000,000,000) shares of Blank Check Stock, par value of $0.001. These increases was authorized for (a.) upcoming
acquisitions; (b.) debt reduction and (c.) increased growth.
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
Dated: November 27, 2018