Item 2.01 Completion of Acquisition or Disposition of Assets
Lexington Corporation (OTCBB:CDIX) and JM Enterprises 1, Inc. (d.b.a. – Key Tax Group) (Private: “JM Enterprises 1,
Inc.”) as previously announced on May 14, 2019 signed a definitive merger agreement under which JM Enterprises 1, Inc. will
merge into Cardiff Lexington as its wholly owned subsidiary has been completed effected May 8
JM Enterprises 1, Inc.
(d.b.a. Key Tax Group) (
is an established tax law firm that specializes in FBAR cases, audit representation, IRS payment plans and much more. At Key Tax
Group, our tax lawyers, enrolled agents, and support staff work hard to get our clients the very best and most affordable tax resolution
possible. Our staff is well versed in both the accounting portion of tax debt as well as the resolution side, and we are highly
experienced in dealing with revenue officers and aggressive collectors.
It may be every taxpayer’s worst nightmare: the dreaded
tax audit. Being audited is serious and can have dire consequences if the outcome of the audit doesn’t go in your favor.
Key Tax Group understands the complexity, confusion, and consternation involved in a tax audit. Key Tax Group offers full-service
tax audit representation to help you before, during, and after an audit. Key Tax Group specialize in tax audit representation and
can represent you before the taxing authorities question you regarding your tax return or at any point during your audit. When
faced with an audit, it’s important to be informed
about the process, be proactive, and ensure that you have an experienced, no-nonsense tax audit representative by your side
protecting your rights and ensuring that your audit is accurate and fair.
In connection with the closing of the acquisition, on May
, 2019 a Preferred “G” Class of stock with a par value of $0.001was issued. The Preferred
“G” Class of stock rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed
at the adjusted rate of $0.07 per share for a total of 18,571,428 representing a value of $1,300,000. These Preferred
“G” shares have a lock-up/leak-out limiting the sale of stock for 12 months after which conversions and sales are
limited to 20% of their portfolio per year, pursuant to the terms of the Acquisition Agreement.
Additionally, Cardiff has allocated a Preferred “G1”
Class Series for potential investors – 10,000,000 shares authorized, par value $0.001 per share with the following rights
and privileges no - voting rights, converts to common stock at a ratio of 1 share preferred to 1.25 shares common. Series G1 stock
cannot be diluted due to actions taken by the Company, BOD and/or its shareholders.
Last, Cardiff will issue 500,000 Common Shares with a par value
of $0.001 to novate a convertible debt of $30,912.32.
On May 8
, 2019, CDIX’s Board of Directors
approved retaining current founders to serve as senior management of JM Enterprises 1, Inc.
There are no family relationships of our directors or executive