UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report
(Date of earliest event reported): April 17, 2018
CARDIFF LEXINGTON CORPORATION
(Exact name of Registrant as specified in its charter)
| Florida | 000-49709 | 84-1044583 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
401 E. Las Olas Blvd. Suite 1400
Ft. Lauderdale, FL 33301
(Address of principal executive offices, including zip code)
(844) 628-2100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since 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:
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | re-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 17, 2018, Cardiff Lexington Corporation, a Florida corporation (the "Corporation"), filed an Annual Report on Form 10-K for the year ended December 31, 2017 without an audit report from its registered independent public accounting firm. The entire filing was mistakenly and erroneously filed by our edgar filing agent and therefore did not include the audit report.
The Corporation shall re-file such annual report with audit report by amendment as soon as practicable.
Due to this issue, the Corporation's board of directors concluded that Cardiff Lexington Corporation’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2017 should not be relied upon.
SIGNATURE
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 Lexington Corporation
By: /s/ Daniel Thompson
Daniel Thompson
Title: Chairman
Dated: April 18, 2018