IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF INFORMATION STATEMENT MATERIALS IN CONNECTION WITH THIS NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT:
CARDIFF LEXINGTON
CORPORATION
401 Las Olas Blvd,
Unit 1400
Ft. Lauderdale,
Florida 33301
(844) 628-2100
INFORMATION STATEMENT
WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information
Statement is being furnished to the stockholders of Cardiff Lexington Corporation., a Florida corporation (the "Company,"
"we" or "us"), to advise them of the corporate actions that have been authorized by written consent of two
of the Company's stockholders. These actions are being taken without notice, meetings or votes in accordance with 2018 Florida
Statutes Section 607.0704 and the Company’s Articles of Incorporation. . This Information Statement constitutes notice to
the non-consenting shareholders pursuant to 2018 Florida Statutes Section 607.0704(3). This Information Statement is being mailed
to the stockholders of the Company on December 24, 2018.
On December
17, 2018, two stockholders holding 25,003,562 shares of common stock, one share of Series A Preferred Stock, 729,999 shares
of Series B Preferred Stock, 2 shares of Series C Preferred Stock, and 250,000,000 shares of Series I Preferred Stock, or
approximately 50.1% of the voting power of the company, consented in writing to approve Amended and Restated Articles of
Incorporation. The Amended and Restated Articles of Incorporation increase our authorized shares of common stock, par value
$0.001 per share, to 7,500,000,000 shares from 5,000,000,000 shares, increase our authorized shares of blank check preferred
stock, par value $0.001 per share, to 1,000,000,000 shares from 100,000,000 shares and consolidate all of the previous
amendments to our Articles of Incorporation in one document for ease of reference. The full text of the Amended and Restated
Articles of Incorporation is attached to this Information Statement as Appendix A.
NO VOTE REQUIRED
We are not soliciting
consents to approve the Amended and Restated Articles of Incorporation. Florida law and our Articles of Incorporation permit the
Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the holders
of a majority of the Company’s voting power sign and deliver a written consent to the action to the Company.
NO APPRAISAL RIGHTS
Under Florida
corporate law, stockholders have no appraisal or dissenters' rights in connection with the Amended and Restated Articles of Incorporation.
INTERESTS OF CERTAIN
PARTIES IN THE MATTERS TO BE ACTED UPON
None of the directors
or executive officers of the Company has any substantial interest resulting from the Amended and Restated Articles of Incorporation
that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
COST OF THIS INFORMATION STATEMENT
The entire cost
of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of our Common Stock held of record by them.
HOUSEHOLDING OF
STOCKHOLDER MATERIALS
In some instances,
we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If requested by phone
or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder. Requests
by phone should be directed to our President at (844) 628-2100, and requests in writing should be sent to Cardiff Lexington Corp.,
Attention President, 401 Las Olas Blvd., Unit 1400, Ft. Lauderdale, FL 33301. Stockholders sharing an address who currently receive
multiple copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the
above address.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
General
Our Articles of Incorporation currently
authorize 5,000,000,000 shares of common stock and 100,000,000 shares of “blank check” preferred stock.
On December 17,2018,
two stockholders holding 25,003,562 shares of common stock, one share of Series A Preferred Stock, 729,999 shares of Series B Preferred
Stock, 2 shares of Series C Preferred Stock, and 250,000,000 shares of Series I Preferred Stock, or approximately 50.1% of the
voting power of the company, consented in writing to approve Amended and Restated Articles of Incorporation. The Amended and Restated
Articles of Incorporation increase our authorized shares of common stock, par value $0.001 per share, to 7,500,000,000 shares from
5,000,000,000 shares, increase our authorized shares of blank check preferred stock, par value $0.001 per share, to 1,000,000,000
shares from 100,000,000 shares and consolidate all of the previous amendments to our Articles of Incorporation in one document
for ease of reference. The “Blank Check” Preferred Stock may be issued from time to time in one or more series by our
Board of Directors. Our Board of Directors is expressly authorized to provide, by resolution(s) duly adopted by it prior
to issuance, for the creation of each such series and to fix the designation and the powers, preferences, rights, qualifications,
limitations and restrictions relating to the shares of each such series of Blank Check Preferred Stock.
Reasons for
the Increase in Authorized Shares of Common Stock
Our Articles of
Incorporation presently authorize 5,000,000,000 shares of common stock. As of November 16, 2018, there were 515,434,930 shares
of common stock outstanding. In order to provide funding for the Company’s operations and future acquisitions, it will be
necessary to issue additional shares of common stock, or promissory notes that are convertible into common stock. Most lenders
that fund convertible notes require that the borrower direct its stock transfer agent to establish a reserve of authorized shares
to be available for conversion of the lender’s convertible notes. If the market price of the borrower’s convertible
stock declines, the reserve may be required to be increased. In the event that there are insufficient authorized shares to honor
a conversion notice, there may be contractual penalties payable by the borrower. The increase in the Company’s authorized
shares of common stock to 7,500,000,000 shares from 5,000,000,000 shares is intended to provide adequate authorized shares to cover
the Company’s funding needs for at least the next 12 months.
Principal Effects
of the Increase in Authorized Shares of Common Stock
While the authorization
of additional shares of common stock is intended to increase our financial flexibility, it could also lead to dilution of the existing
stockholders in the event that additional shares are sold for less than the current market price (or in the case of convertible
debt, if the conversion price is less than our present market price). This is likely in the case of convertible debt, as convertible
lenders typically require that they be permitted to convert at a discount from the market price at the time of conversion.
Reasons for
the Increase in Authorized Shares of “Blank Check” Preferred Stock
Our Articles of
Incorporation presently authorize 100,000,000 shares of blank check preferred stock. We believe that for us to successfully execute
our business strategy we will need to raise investment capital and it may be preferable or necessary to issue preferred stock to
investors. Preferred stock usually grants the holders certain preferential rights in voting, dividends, liquidation
or other rights in preference over a company’s common stock. Accordingly, in order to grant us the flexibility to issue our
equity securities in the manner best suited for our Company, or as may be required by the capital markets, the Amendment will increase
to 1,000,000,000 shares the authorized shares of “blank check” Preferred Stock for us to issue.
The term “blank
check” refers to preferred stock, the creation and issuance of which is authorized in advance by our Stockholders and the
terms, rights and features of which are determined by our Board of Directors upon issuance. The authorization of such
“blank check” Preferred Stock permits our Board of Directors to authorize and issue Preferred Stock from time to time
in one or more series without seeking further action or vote of our Stockholders.
Principal Effects
of the Creation of “Blank Check” Preferred Stock
Subject to the
provisions of the Amended and Restated Articles of Incorporation and the limitations prescribed by law, our Board of Directors
is expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the
number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative,
participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights
(including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption
prices, conversion rights and liquidation preferences of the shares constituting any series of the Preferred Stock, in each case
without any further action or vote by our stockholders. Our Board of Directors would be required to make
any determination to issue shares of Preferred Stock based on its judgment as to what is in our best interests and the best interests
of our stockholders. The Board of Directors has the flexibility, without further stockholder action, to issue Preferred
Stock on such terms and conditions as our Board of Directors deems to be in our best interests and the best interests of our stockholders.
The authorization
of the additional “blank check” Preferred Stock will provide us with increased financial flexibility in meeting future
capital requirements. It will allow Preferred Stock to be available for issuance from time to time and with such features
as determined by our Board of Directors for any proper corporate purpose. It is anticipated that such purposes may include,
without limitation, exchanging Preferred Stock for Common Stock, the issuance for cash as a means of obtaining capital for our
use, or issuance as part or all of the consideration required to be paid by us for acquisitions of other businesses or assets.
The issuance
by us of Preferred Stock could dilute both the equity interests and the earnings per share of existing holders of our Common
Stock. Such dilution may be substantial, depending upon the amount of shares issued. The newly authorized shares
of Preferred Stock could also have voting rights superior to our Common Stock, and therefore would have a dilutive effect on
the voting power of our existing Stockholders.
Any issuance of
Preferred Stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a change in control
of our Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to
approve a change in control of our Company. Shares of voting or convertible Preferred Stock could be issued, or rights
to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of our Company by
means of a tender offer, proxy contest, merger or otherwise. The ability of our Board of Directors to issue such shares
of Preferred Stock, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire control
of our Company by tender offer or other means. Such issuances could therefore deprive our stockholders of benefits that
could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause.
Moreover, the issuance of such shares of Preferred Stock to persons friendly to our Board of Directors could make it more difficult
to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.
There are currently
no plans, arrangements, commitments or understandings for the issuance of additional shares of Preferred Stock.
Anti-Takeover
Effects
The Amendment
will provide us with 900,000,000 additional shares of Preferred Stock which would permit us to issue additional shares of capital
stock that could dilute the ownership of the holders of our Common Stock by one or more persons seeking to effect a change
in the composition of our Board of Directors or contemplating a tender offer or other transaction for the combination of the Company
with another company. The creation of the additional authorized Preferred Stock is not being undertaken in response to any
effort of which our Board of Directors is aware to enable anyone to accumulate shares of our Common Stock or gain control of the
Company. The purpose of the creation of the Preferred Stock is to grant us the flexibility to issue our equity
securities in the manner best suited for our Company, or as may be required by the capital markets. However, we presently
have no plans, proposals, or arrangements to issue any of the newly authorized shares of Preferred Stock for any purpose whatsoever,
including future acquisitions and/or financings.
Other than the
creation of the additional “blank check” Preferred Stock, our Board of Directors does not currently contemplate the
adoption of any other amendments to our Articles of Incorporation that could be construed to affect the ability of third parties
to take over or change the control of the Company. While it is possible that management could use the additional authorized
shares of Common Stock or Preferred Stock to resist or frustrate a third-party transaction that is favored by a majority of the
independent stockholders, we have no intent, plans or proposals to use the newly created Preferred Stock as an anti-takeover mechanism
or to adopt other provisions or enter into other arrangements that may have anti-takeover consequences.
While the creation
of the additional “blank check” Preferred Stock may have anti-takeover ramifications, our Board of Directors believes
that the financial flexibility offered by such corporate actions will outweigh the disadvantages. To the extent that
these corporate actions may have anti-takeover effects, third parties seeking to acquire us may be encouraged to negotiate directly
with our Board of Directors, enabling us to consider the proposed transaction in a manner that best serves the stockholders’
interests.
While the increase
in authorized shares of common stock and blank check preferred stock could be effectuated by an Amendment to our Articles of Incorporation,
the Board of Directors has decided to recommend that Amended and Restated Articles of Incorporation be adopted, which will consolidate
all of the amendments that have been adopted over the years into one document. This is intended to make our Articles of Incorporation
a more readable document.
Effective Date
Under Rule 14c-2,
promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Amendment shall be effective twenty (20) days after
this Information Statement is mailed to stockholders of the Company. We anticipate the effective date to be on or about
January 13, 2019.
COMMON STOCK OWNERSHIP TABLE
The following table provides certain information regarding the
ownership of our common stock, as of November 16, 2018 and as of the date of the filing of this annual report by:
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each of our executive officers;
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each director;
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each person known to us to own more than 5% of our outstanding common stock; and
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all of our executive officers and directors and as a group
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Title of Class
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Name and Address of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percentage
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Common Stock
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Daniel Thompson
401 East Las Olas Blvd., Unit 1400
Ft. Lauderdale, FL
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16,003,562 shares of common stock (direct)
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3.10%
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Common Stock
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Alex Cunningham
401 East Las Olas Blvd., Unit 1400
Ft. Lauderdale, FL
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9,000,000 shares of common stock (direct)
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1.75%
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Our officers and directors as a group (2 people)
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25,003,562 shares of common stock
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4.85%
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(1)
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Based on 515,434,930 common shares outstanding as of November 16, 2018.
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(2)
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Daniel Thompson also owns 1 share of Preferred “A”, 720,000 shares of Preferred “B” 1 share of Preferred
“C” and 125,000,000 shares of “Preferred I”; and Alex Cunningham also owns 9,999 shares of Preferred “B,”
1 share of Preferred “C” and 125,000,000 shares of Preferred “I”, respectively.
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(3)
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These are the officers and directors of the Company.
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(4)
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For purposes of this table “beneficial
ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person
or group of persons is deemed to have “beneficial ownership” of any common shares that such person or group has the
right to acquire within 60 days after May 1, 2018. For purposes of computing the percentage of outstanding common shares held
by each person or group of persons named above, any shares that such person or group has the right to acquire within 60 days after
May 1, 2018 are deemed outstanding but are not deemed to be outstanding for purposes of computing the percentage ownership of
any other person or group.
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
INFORMATION
This Information
Statement may contain "forward-looking statements." All statements other than statements of historical fact are "forward-looking
statements" for purposes of these provisions, including any projections of earnings, revenues or other financial items, any
statement of the plans and objectives of management for future operations, and any statement of assumptions underlying any
of the foregoing. These statements may contain words such as "expects," "anticipates," "plans," "believes,"
"projects," and words of similar meaning. These statements relate to our future business and financial performance.
Actual outcomes
may differ materially from these statements. The risks listed in this Information Statement as well as any cautionary language
in this Information Statement, provide examples of risks, uncertainties and events that may cause our actual results to differ
materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not
described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of
the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement
as representing our views as of any date after the date of this Information Statement. You should carefully review the information
and risk factors set forth in other reports and documents that we file from time to time with the SEC.
ADDITIONAL INFORMATION
This Information
Statement should be read in conjunction with certain reports that we previously filed with the SEC, including our:
* Annual
Report on Form 10-K for the fiscal year ended December 31, 2017; and
* Quarterly
Reports on Form 10-Q for the periods ended March 31, 2018, June 30, 2018 and September 30, 2018.
The reports we
file with the SEC and the accompanying exhibits may be inspected without charge at the Public Reference Section of the Commission
at 100 F Street, N.E., Washington, DC 20549. Copies of such materials may also be obtained from the SEC at prescribed rates. The
SEC also maintains a Web site that contains reports, proxy and information statements and other information regarding public companies
that file reports with the SEC. Copies of the Reports may be obtained from the SEC's EDGAR archives at http://www.sec.gov. We will
also mail copies of our prior reports to any stockholder upon written request.
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By Order of the Board of Directors
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/s/ Alex Cunningham
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Alex Cunningham, President / CEO
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/s/ Daniel Thompson
Daniel Thompson, Chairman / Principal Accounting Officer
Fort Lauderdale, Florida
December 17, 2018
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CARDIFF LEXINGTON CORPORATION
AMENDED AND RESTATED ARTICLES OF INCORPORATION
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(a)
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The name of the corporation is Cardiff Lexington Corporation. (the “Corporation”).
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(b)
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The Amended and Restated Articles of Incorporation are as follows:
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ARTICLE I
NAME
The name of the Corporation is Cardiff Lexington Corporation
ARTICLE II
PRINCIPAL OFFICE
The address of the registered office in the state of Florida
is 401 E. Las Olas Blvd., Ste 1400, Fort Lauderdale, Florida 33301.
ARTICLE III
PURPOSE
1.
PURPOSE
– The purpose of the Corporation is to engage in any lawful act or activity for which corporations
may be organized under Florida corporate law.
2.
GENERAL POWERS
–
Except as restricted by these Articles of Incorporation, the Corporation shall have and may exercise all powers and rights which
a corporation may exercise legally pursuant to Florida Laws.
3.
ISSUANCE
OF SHARES
– The Board of Directors of the Corporation may divide and issue any class of stock of the Corporation
in series pursuant to a resolution properly filed with the Secretary of State of Florida.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which the
Corporation shall have the authority to issue is 9,583,621,099 shares consisting of:
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(a)
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Seven Billion, Five Hundred Million (7,500,000,000) shares of Common Stock, $0.001 par value per
Share
(“Common Stock”);
and
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(b)
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One Billion, (1,000,000,000) Blank Check Preferred Shares, $0.001par value per Share
(“Blank Check Preferred
Stock”);
and
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(c)
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1,083,621,099 shares of the following Series of Preferred Stock which have been designated prior to the date hereof; and
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As of the date hereof, the following Series of Preferred Stock
have been designated by the Board of Directors. The total number of shares of Preferred Stock authorized for these series is 327,697,383
shares, which is in addition to the 1,000,000,000 shares of Blank Check Preferred Stock authorized by Article 4(b) above:
Series A – Four (4) shares authorized, par
value $0.0001 per share, votes with the common and shall hold the majority vote of all shares of the company at all times;
Series B – 3,000,000 shares authorized, par
value $0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts at the discretion of the holder
to common stock at a ratio of 1 share of preferred to 5 shares common. The Board of Directors have agreed to adjust all issued
and outstanding shares of Series “B” Preferred Stock to $0.50 per share. This minimum cannot be diluted due to actions
taken by the Company, its BOD and/or its shareholders. All newly issued Stock are subject to a lockup / leakout agreement. Liquidation
limited to 20% per year.
Series C – 500 shares authorized, par value
$0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts at the discretion of the Company to
common stock at a ratio of 1 share preferred to 100,000 shares common.
Series D – 800,000 shares authorized, par value
$0.001 per share. Voting rights - votes with the common at 1 vote per share. Converts to common stock at a ratio of 1 share preferred
to 5 shares common. The Board of Directors have agreed to adjust all issued and outstanding shares of Series “D” Preferred
Stock to $0.50 per share. This minimum cannot be diluted due to actions taken by the Company, its BOD and/or its shareholders.
All newly issued Stock are subject to a lockup / leakout agreement. Liquidation limited to 20% per year.
Series E – 1,000,000 shares authorized, par
value $0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts to common stock at a ratio of
1 share preferred to 5 shares common. The Board of Directors have agreed to adjust all issued and outstanding shares of Series
“E” Preferred Stock up to $0.50 per share. This minimum cannot be diluted due to actions taken by the Company, its
BOD and/or its shareholders. All newly issued Stock are subject to a lockup / leakout agreement. Liquidation limited to 20% per
year.
Series E1 – 1,000,000 shares authorized, par
value $0.001 per share. Voting rights – NONE. Converts to common stock at a ratio of 1 share preferred to 5 shares common.
Series E1 stock cannot be sold for less than $0.50 per share and cannot be diluted due to actions taken by the Company, BOD and/or
its shareholders. All newly issued Stock are subject to a lockup / leakout agreement. Liquidation limited to 20% per year.
Series F – 800,000 shares authorized, par value
$0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts to common stock at a ratio of 1 share
preferred to 5 shares common. The Board of Directors have agreed to adjust all issued and outstanding shares of Series “F”
Preferred Stock up to $0.50 per share. This minimum cannot be diluted due to actions taken by the Company, its BOD and/or its shareholders.
All newly issued Stock are subject to a lockup / leakout agreement. Liquidation limited to 20% per year.
Series F1 – 800,000 shares authorized, par
value $0.001 per share. Voting rights – NONE. Converts to common stock at a ratio of 1 share preferred to 5 shares common.
Series F1 stock cannot be diluted due to actions taken by the Company, BOD and/or its shareholders. All newly issued Stock are
subject to a lockup / leakout agreement. The Board of Directors have agreed to adjust all issued and outstanding shares of Series
“F1” Preferred Stock to $0.50 per share. This minimum cannot be diluted due to actions taken by the Company, its BOD
and/or its shareholders. All newly issued Stock are subject to a lockup / leakout agreement. Liquidation limited to 20% per year.
Series G – 20,000,000 shares authorized, par
value $0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts to common stock at a ratio of
1 share preferred to 1.25 shares common. Series G stock cannot be diluted due to actions taken by the Company, BOD and/or its shareholders.
Series G1 – 10,000,000 shares authorized, par
value $0.001 per share. Voting rights – NONE. 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.
Series H – 4,859,379 shares authorized, par
value $0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts to common stock at a ratio of
1 share preferred to 1.25 shares common.
Series H1 – 3,000,000 shares authorized, par
value $0.001 per share. Voting rights – NONE. Converts to common stock at a ratio of 1 share preferred to 1.25 shares common.
Series I – 500,000,000 shares authorized, par
value $0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts to common stock at a ratio of
1 share preferred to 1.5 shares common. Series I stock cannot be diluted due to actions taken by the Company, BOD and/or its shareholders.
Series J - 10,000,000 shares authorized, par
value $0.001 per share. Voting rights – NONE. votes with the common at 1 vote per share. Converts to
common stock at a ratio of 1 share preferred to 1.25 shares common. Series J stock cannot be diluted due to actions taken by
the Company, BOD and/or its shareholders.
Series J1 – 7,500,000 shares authorized, par
value $0.001 per share. Voting rights – NONE. Converts to common stock at a ratio of 1 share preferred to 1.25 shares common.
Series J1 stock cannot be diluted due to actions taken by the Company, BOD and/or its shareholders.
Series K –10,937,500 shares authorized, par
value $0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts to common stock at a ratio of
1 share preferred to 1.25 shares common. 12-month minimum holding period; thereafter liquidation limited to 20% per year.
Series K1 – 35,000,000 shares authorized, par
value $0.001 per share. Voting rights – NONE. Converts to common stock at a ratio of 1 share preferred to 1.25 shares common.
Series L – 100,000,000 non-dilutive shares
authorized, par value $0.001 per share. Voting rights – votes with the common at 1 vote per share. Converts to common stock
at a ratio of 1 share preferred to 1.25 shares common. The Board of Directors have agreed to adjust all issued and outstanding
shares of Series “L” Preferred Stock to minimum of $1,278,000 in value. This minimum cannot be diluted due to actions
taken by the Company, its BOD and/or its shareholders. All newly issued Stock are subject to a lockup / leakout agreement. Liquidation
limited to 20% per year.
Series L1 – 100,000,000 non-dilutive shares
authorized, par value $0.001 per share. Voting rights – NONE. Converts to common stock at a ratio of 1 share preferred to
1.25 shares common. 12-month minimum holding period; thereafter liquidation limited to 20% per year
1.
COMMON STOCK
(a)
Voting.
Except as otherwise expressly provided
by law, or in the Articles of Incorporation the, holders of Common Stock shares have voting rights on all matters requiring a vote
of shareholders. Every Common shareholder shall be entitled to one vote in person or by proxy for each share of stock entitled
to vote held by such shareholder.
(b)
Other Rights
. Each share of Common Stock issued
and outstanding shall be identical in all respects one with the other and no dividends shall be paid on any shares of Common Stock
unless the same is paid on all shares of Common Stock outstanding at the time of such payment. Except for and subject to those
rights expressly granted to the holders of the Blank Check Preferred Stock, or except as may be provided by the laws of the State
of Florida.
2.
BLANK CHECK PREFERRED STOCK
Issuance
. The Blank Check Preferred
Stock may be issued from time to time in one or more series. Subject to the limitations set forth herein and any limitations prescribed
by law, the Board is expressly authorized, prior to issuance of any series of Blank Check Preferred Stock, to fix by resolution
or resolutions providing for the issue of any series the number of shares included in such series and the designation, relative
powers, preferences and rights, and the qualification, limitations or restrictions of such series. Pursuant to the foregoing general
authority vested in the Board, but not in limitation of the powers conferred on the Board thereby and by Florida law, the Board
is expressly authorized to determine with respect to each series of Blank Check Preferred Stock:
(i) The designation (s) of such series and the number of shares
(which from time to time may be decreased by the Board, but not below the number of such shares then outstanding, or may be increased
by the Board unless otherwise provided in creating such series) constituting such series;
(ii) The rate or amount and times at which, and the preferences
and conditions under which, dividends shall be payable on shares of such individual series, the status of such dividends as cumulative,
shall accumulate, and the status of such shares as participating or nonparticipating after the payment of dividends as to which
such share are entitle to any preference.
(iii) The rights and preferences, if any, of the shareholders
of such series upon the liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of the
Company, which amount may vary depending upon whether such liquidation, dissolution or winding up is voluntary or involuntary and,
if voluntary, may vary at different dates, and the status of the shares of such series as participating or nonparticipating after
the satisfaction of any such rights and preferences;
(iv) The full or limited voting rights, if any, to be provided
for shares of such series, in addition to the voting rights provided by law;
(v) The times, terms and conditions, if any, upon which shares
of such series shall be subject to redemption, including the amount the shareholders of such series shall be entitled to receive
upon redemption (which amount may vary under different conditions or at different redemption dates) and the amount, terms, conditions
and manner of operation of any purchase, retirement or sinking fund to be provided for the share of such series;
(vi) The rights, if any, of shareholders of such series to convert
such shares into, or to exchange such shares for, shares of any other classes or of any other series of the same class, the prices
or rates of conversion or exchange, and adjustments thereto, and any other terms and conditions applicable to such conversion or
exchange;
(vii) The limitations, if any, applicable while such series
is outstanding on the payment of dividends or making of distributions on, or the acquisition or redemption of, Common Stock or
restrictions, if any, upon the issue of any additional shares (including additional shares of such series or any other series or
of any other class) ranking on a parity with or prior to the shares of such series either as to dividends or upon liquidation;
and
(viii) The conditions or restrictions, if any, upon the issue
of any other class rankings on a parity with or prior to the shares of such series either as to dividends or upon liquidation;
and
(ix) Any other relative powers, preferences and participating,
optional or other special rights, and the qualifications, limitation or restrictions thereof, of the shares of such series; in
each case, so far as not inconsistent with the provisions of the Article of Incorporation or the Florida Business Corporation Act
as then in effect.
3.
ISSUANCE OF CERTIFICATES
The Board shall have the authority to issue
shares of the capital stock of the Company and the certificates therefore subject to such transfer restrictions and other limitations
as it may deem necessary to promote compliance with applicable federal and state securities laws, and to regulate the transfer
thereof in such manner as may be calculated to promote such compliance or to further any other reasonable purpose.
ARTICLE V
BOARD OF DIRECTORS & OFFICERS
The business and affairs of the Corporation
shall be managed by the Board, and the directors need not be elected by ballot unless otherwise required by the bylaws of the Corporation.
The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation;
provided, that the number of directors shall never be less than one. In the interim between elections of directors by stockholders
entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting
from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by
the remaining directors, though less than a quorum. As of the date hereof, the directors of the Corporation are:
Name and Address
Daniel Thompson, Chairman/Director
401 E Las Olas Blvd., Ste 1400
Fort Lauderdale, Florida 33301
Alex Cunningham, CEO, President / Director
710 E Main Street
Lexington, KY 40502
ARTICLE VI
REGISTERED AGENT
The Registered Agent is Daniel Thompson, 401 E Las Olas Blvd.,
Ste 1400, Fort Lauderdale Fl 33301
ARTICLE VII
INCORPORATOR
The original incorporator of the Corporation
was Daniel Thompson whose mailing address is 401 E Las Olas Blvd., Ste 1400, Fort Lauderdale Fl 33301.
ARTICLE VIII
INDEMNIFICATION
The Corporation may indemnify any director,
officer, employee, fiduciary or agent of the Corporation to the full extent permitted by Florida Law. The Corporation shall indemnify
any present or former officer or director and shall advance expenses on behalf of any such officer or director, in each case, to
the fullest extent now or hereafter permitted by law.
ARTICLE IX
ADOPTION AND AMENDMENT OF THE BYLAWS
The initial Bylaws of the Corporation shall
be adopted by its Board of Directors. Subject to repeal or change by action of the shareholders, the power to alter, amend or repeal
the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. The Bylaws may contain any provision for the regulation
and management of the affairs of the Corporation not inconsistent with Florida law or these Article of Incorporation.
ARTICLE X
LIMITATION OF LIABILITY OF
DIRECTORS TO CORPORATION AND SHAREHOLDERS
No director shall be liable to the Corporation
or any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such
director (a) shall have breached the director’s duty of loyalty to the Corporation or its shareholders; (b) shall not acted
in good faith or, in failing to act, shall not have acted in good faith; (c) shall have acted or failed to act in a manner involving
intentional misconduct or a knowing violation of law; or (d) shall have derived an improper personal benefit. Neither the amendment
nor repeal of this Article, nor the adoption of any provision in the Articles of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter occurring prior to such amendment, repeal or adoption
of an inconsistent provision. This Article shall apply to the full extent now permitted by Florida law.
A
RTICLE XI
STOCKHOLDER ACTION WITHOUT MEETING
Any action which may be taken at any annual
or special meeting of stockholders may be taken without a meeting and without prior notice, if one or more consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number
of votes that would be necessary to authorize or take the action at a meeting which all shares entitled to vote thereon were present
and voted.
ARTICLE XII
RE-CAPITALIZATION AFFECTING OUTSTANDING
SECURITIES
The Board of Directors, without the consent
of shareholder, may adopt any recapitalization affecting the outstanding securities of the Corporation by affecting a forward or
reverse split of all or some of the outstanding securities of the Corporation, with appropriate adjustments to the Corporation’s
capital accounts, provide that the re-capitalization does not require change in the Articles of Incorporation of the Corporation.
THE UNDERSIGNED, being the Chairman of the
Corporation, for the purpose of these Articles of Incorporation under the Law of the state of Florida, does make, files and records
these Amended and Restated Articles of Incorporation, does certify that the facts herein stated are true, and accordingly, have
hereto set his hand and seal this 17th day of December, 2018.
/s/ Daniel R Thompson
Daniel R Thompson
Chairman
CARDIFF LEXINGTON CORPORATION
401 E. Las Olas Blvd., Ste 1400
FORT LAUDERDALE, FL 33301
Name of Registered Agent
Daniel R. Thompson
401 E Las Olas Blvd., Ste 1400
Fort Lauderdale, FL 33301
I hereby accept the appointment as registered agent. I am familiar
with and accept the obligations of the position.
/s/ Daniel R Thompson
Signature of Registered Agent