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 Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 2024 (September 13, 2024)
| Cardiff Lexington Corporation |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 000-49709 | | 84-1044583 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV | | 89169 |
| (Address of principal executive offices) | | (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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ☐ | Soliciting 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 CFR 240.14d-2(b)) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
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 4.01 | Changes in Registrant’s Certifying Accountant. |
Resignation of Independent Registered Public Accounting Firm
Effective as of September 13, 2024, Grassi & Co., CPAs, P.C. (“Grassi”) resigned as the independent registered public accounting firm for Cardiff Lexington Corporation (the “Company”).
The audit reports of Grassi on the financial statements of the Company for the years ended December 31, 2023 and 2022 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 Grassi’s reports for such years included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 13, 2024, there were no (i) disagreements with Grassi on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Grassi’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports, or (ii) “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Grassi with a copy of the foregoing disclosures and requested it to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in the foregoing disclosures. A copy of the letter has been filed as Exhibit 16.1 to this report.
Engagement of New Independent Registered Public Accounting Firm
On September 13, 2024, the Company engaged GBQ Partners LLC (“GBQ”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024, which was approved by the audit committee of the board of directors of the Company.
During the Company’s two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 13, 2024, neither the Company nor anyone on its behalf has consulted with GBQ regarding either (i) the application of accounting principles to a specified 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 nor oral advice was provided to the Company that GBQ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” as such terms are defined in Items 304(a)(1)(iv) and (v) of Regulation S-K, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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 hereunto duly authorized.
| Date: September 19, 2024 | CARDIFF LEXINGTON CORPORATION |
| | |
| | /s/ Alex Cunningham |
| | Name: Alex Cunningham |
| | Title: Chief Executive Officer |
