In February 2016, the FASB issued ASU No. 2016-02,” Leases” (Topic 842) which includes a lessee accounting model that recognizes two types of leases - finance leases and operating leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or an operating lease. New disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases are also required. These disclosures include qualitative and quantitative requirements, providing information about the amounts recorded in the financial statements. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effect its adoption of this standard, if any, on our consolidated financial position, results of operations or cash flows.

~~In May 2016, the FASB issued ASU No. 2016-12, “~~~~Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients~~”, to clarify certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted. The effective date and transition requirements for these amendments are annual reporting periods beginning after December 15, 2017, including interim reporting periods therein, and that would also permit public entities to elect to adopt the amendments as of the original effective date as applicable to reporting periods beginning after December 15, 2016. The new guidance allows for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption. We have determined that no changes to our revenue recognition is required at this time. We adopted the new guidance on January 1, 2018, using the modified retrospective method applied to those contracts which were not completed as of that date. See revenue recognition policy above for further details.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. The amendments are effective for fiscal years beginning after December 15, 2017 and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. The Company adopted the standard on January 1, 2018, ~~and this amendment~~which did not have a material impact on ~~its consolidated~~the financial statements.

On July 31, 2018, the Company completed the acquisition of Platinum Tax Defenders. In connection with the closing of the acquisition, a Preferred “L” Class of stock with a par value of $0.001 was established and issued. The Preferred “L” Class of stock rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed at the adjusted rate of $0.013 per share for a total of 98.307,692 representing a value of $1,278,000. These Preferred “L” 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. The preliminary purchase allocation of the net assets acquired is as follows:

On July 31, 2018, the Company completed the acquisition of Red Rock Travel Group. In connection with the closing of the acquisition, on July 30^th, 2018 a Preferred “K” Class of stock with a par value of $0.001 was established and issued. The Preferred “K” Class of stock rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed at the adjusted rate of $0.021 per share for a total of 8,200,562 representing a value of $175,000. These Preferred “K” 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 Forward Acquisition Agreement. The preliminary purchase allocation of the net assets acquired is as follows:

* Subsequent to the acquisition, the Company determined that the intangible assets and goodwill should be fully impaired and written off.

The results of the operations for Platinum and Red Rock have been included in the consolidated financial statements since the date of the acquisitions (July 31, 2018). The following table presents the unaudited pro forma results of continuing operations for the three and nine months ended September 30, 2018 and 2017, respectively, as if the acquisitions had been consummated at the beginning of the period presented. The pro forma results of continuing operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisitions occurred at the beginning of the period presented or the results which may occur in the future.

As of ~~March 31,~~September 30, 2018, and December 31, 2017, the Company had accrued expenses of ~~$816,643~~$1,052,974 and $740,696, respectively, consisted of the following:

~~As of March 31,~~For the nine months ended September 30, 2018, the company received ~~$8,609~~$0 cash proceeds, from ~~notes payable~~a line of credit and repaid ~~$10,141~~$9,343 in cash.

Notes payable at ~~March 31,~~September 30, 2018 and December 31, 2017 are summarized as follows:

On March 12, 2009, the Company entered into a preferred debenture agreement with a shareholder for $20,000. The note bore interest at 12% per year and matured on September 12, 2009. In conjunction with the preferred debenture, the Company issued 2,000,000 warrants to purchase its Common Stock, exercisable at $0.10 per share and expired on March 12, 2014. As a result of the warrants issued, the Company recorded a $20,000 debt discount during 2009 which has been fully amortized. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture. On March 24, 2011, the Company amended the note and the principal balance was reduced to $15,000. The Company was due to pay annual principal payments of $5,000 plus accrued interest beginning March 12, 2012. On July 20, 2011, the Company repaid $5,000 of the note. No warrants had been exercised before the expiration. As of ~~March 31,~~September 30, 2018, the Company is in default on this debenture. The balance of the note was $10,989 ~~and $10,989~~ at ~~March 31,~~September 30, 2018 and December 31, ~~2017, respectively.~~2017.

As of ~~March 31,~~September 30, 2018, the Company had lease payable of ~~$134,653~~$48,059 in connection with 2two capital leases on 2two Mercedes Sprinter Vans for the ice cream ~~section.~~section and two auto loans related to our pizza business. There are purchase options at the end of all lease terms that are based on the fair market value of the vans at the time. The leases are not in default at the current time.

~~The balance of $60,196 in notes~~Notes payable to unrelated party of $31,820 was due to the auto ~~loan~~loans for the vehicles used in the Pizza restaurants and Repicci’s Group and for daily operations. The loans carry interest from 0% to 6% interest and are not currently in default.

The balance in notes payable to unrelated parties of $732,440, were assumed in connection the acquisition of Red Rock Travel.

On September 7, 2011, the Company entered into a Promissory Note agreement (“Note 1”) with a related party for $50,000. Note 1 bears interest at 8% per year and matures on September 7, 2016. Interest is payable annually on the anniversary of Note 1, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 1, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 1, the Company recorded a $50,000 debt discount during 2011. The balance of Note 1, net of debt discount, was $50,000 and $50,000 at ~~March 31,~~September 30, 2018 and December 31, 2017, respectively. Note 1 is currently in default.

On November 17, 2011, the Company entered into a Promissory Note agreement (“Note 2”) with a related party for $50,000. Note 2 bears interest at 8% per year and matures on November 17, 2016. Interest is payable annually on the anniversary of Note 2, and the principal and any unpaid interest will be due upon maturity. In conjunction with Note 2, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction with Note 2, the Company recorded a $50,000 debt discount during 2011. The balance of Note 2, net of debt discount, was $50,000 and $50,000 at ~~March 31,~~September 30, 2018 and December 31, 2017, respectively. Note 2 is currently in default.

As of ~~March 31,~~September 30, 2018 and December 31, 2017, the Company also had note payable of ~~$52,798~~$53,902 and $44,189, respectively, to the prior owner of Repicci’s Group. During the nine months ended September 30, 2018, a related party advanced $9,713 to the Company, which is due on demand at no interest.

5.As of September 30, 2018, the Company also had note payable of $17,680, respectively, to related party management of Romeo. During the nine months ended September 30, 2018, a related party advanced $17,680 to the Company, which is due on demand at no interest.

~~Some~~Certain of the Company’s issued Convertible Notes ~~issued as described below included an~~include anti-dilution ~~provision~~provisions that ~~allowed~~allow for the adjustment of the conversion price. The Company considered the guidance provided by the FASB in “Determining Whether an Instrument Indexed to an Entity’s Own Stock,” the result of which indicates that the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that, as the conversion price of the Notes issued in connection therewith could fluctuate based future events, such prices were not fixed amounts. As a result, the Company determined that the conversion features of the Notes issued in connection therewith are not considered indexed to the Company’s stock and characterized the value of the conversion feature of such notes as derivative liabilities upon issuance. The Company has recorded derivative liabilities associated with convertible debt ~~instruments, as more fully discussed at Note 6.~~

As of March 31, 2018, the company received $257,090 cash proceeds, from convertible notes payable and repaid $-0- in cash. The company recorded amortization of debt discount of $201,440 related to convertible notes, during the three-months ended March 31, 2018.instruments.

As of September 30, 2018, the company received $1,124,200 net cash proceeds, from convertible notes. The Company recorded amortization of debt discount of $330,941 and $765,901 related to convertible notes, during the three and nine-months ended September 30, 2018, respectively.

Convertible notes at ~~March 31,~~September 30, 2018 and December 31, 2017 are summarized ~~as follows:~~below:

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, the Company borrowed an aggregate of ~~$250,000,~~$1,680,766, net of original issue discounts and fees of ~~$12,250,~~$130,476, under convertible notes payable. As of ~~March 31,~~September 30, 2018, and December 31, 2017, the Company had outstanding convertible notes payable of ~~$899,821~~$1,941,502 and $781,381, net of unamortized discounts of ~~$306,304~~$285,860 and $245,494, respectively. The outstanding convertible notes of the Company are unsecured, bear interest between 8% and 20% per annum and mature through ~~March 2019. Aggregate amortization of the debt discounts on convertible debt for the three months ended March 31, 2018 and 2017 was $201,440 and $30,277, respectively.~~January, 2021.

Four of the above referenced convertible notes payable are convertible at $0.03 per share or 50% of market. Five of the above referenced convertible notes payable are convertible at $0.25 per share or 50% of market. One of the above referenced convertible notes payable are convertible at $0.30 per share or 50% of market. One of the above referenced notes is convertible at 40% of the lowest sale price of the common stock during the 10 consecutive trading days prior to the date of conversion. ~~Two~~Four of the above referenced notes is convertible at 60% of the lowest sale price of the common stock during the 10 consecutive trading days prior to the date of conversion. One of the above referenced notes is convertible at 60% of the lowest sale price or bid (whichever is lower) of the common stock during the 20 consecutive trading days prior to the date of conversion. One of the above referenced notes is convertible at 60% of the lowest sale price of the common stock during the 20 consecutive trading days prior to the date of conversion. Two of the above referenced notes is convertible at 60% of the lowest sale price of the common stock during the 15 consecutive trading days prior to the date of conversion. AsOne of ~~March 31, 2018, eight~~the above referenced notes is convertible at 60% of ~~these~~the lowest trading price of the common stock during the 25 consecutive trading days prior to the date of conversion. One note is convertible ~~notes are in default~~at $0.04 per share or 40% of the lowest bid price for prior 21 days and ~~have default fees and default interest ranging from 5% to 20%.~~one note is convertible at $0.004 per share or 60% of the lowest trading price for prior 21 days.

~~During the three months ended March 31, 2018, the Company received conversion notices for $87,500 of convertible debt and $19,122 in interest and fees, which was converted into 8,300,108 shares.~~

~~Resulting from the tainted issue by the derivative financial instrument of the convertible notes,~~ The Company determined that the conversion features contained in the convertible note payable with ~~related~~the unrelated party carrying value represents an embedded derivative instrument that meets the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was initially measured using the Binomial-Lattice valuation model at note issuance and is remeasured on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities are reclassified into additional paid in capital upon conversion or expiration. See Footnote 7 for more information on derivative liabilities.

As of September 30, 2018, twelve of these convertible notes are in default and have default fees and default interest ranging from 5% to 20%.

During the three and nine months ended September 30, 2018, the Company received conversion notices for $392,149 and $487,434 of convertible debt and $46,336 and $88,238 in interest and fees, respectively, which were converted into 183,442,261 and 195,850,3246 shares, respectively.

The Company determined that the conversion features contained in convertible note payable with related party meet the requirements for liability classification as derivatives under ASC 815. As a result, the fair value of the derivative financial instrument in the note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible note was measured using the Binomial-Lattice valuation model at the ~~inception date of the~~ note issuance and ~~will do so again~~is remeasured on each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The derivative liabilities will be reclassified into additional paid in capital upon conversion. See Footnote 67 for more information on derivative ~~liabilities~~liabilities.

On April 21, 2008, the Company entered into an unsecured Convertible Debenture (“Debenture 1”) with a shareholder in the amount of $150,000. Debenture 1 is convertible into Common Shares of the Company at $0.03 per and interest of 12% per year, matured in August 2009, and is unsecured. The Company is currently in default on Debenture 1. The balance of Debenture 1 was $150,000 ~~and $150,000~~ at ~~March 31,~~September 30, 2018 and December 31, 2017, respectively. The Company recorded interest expense related to Debenture 1 in amount of $4,500 and $18,000 during the three month period ended March 31, 2018 and the year ended December 31, 2017, respectively.2017.

On March 11, 2009, the Company entered into an unsecured Convertible Debenture (“Debenture 2”) with a shareholder in the amount of $15,000. Debenture 2 is convertible into Common Shares of the Company at $0.03 per and interest of 12% per year, matured in August 2009, and is unsecured. The Company is currently in default on Debenture 1. The balance of Debenture 2 was $15,000 ~~and $15,000~~ at ~~March 31,~~September 30, 2018 and December 31, 2017, respectively. The Company recorded interest expense related to Debenture 2 in amount of $450 and $1,800 during the three month period ended March 31, 20185 and the year ended December 31, 2017, respectively.2017.

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

As of ~~March 31,~~September 30, 2018 and December 31, 2017, the Company did not have any items that would be classified as level 1 or 2 disclosures.

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company.

As of ~~March 31,~~September 30, 2018 and December 31, 2017, the Company did not have any derivative instruments that were designated as hedges.

The derivative liability as of ~~March 31,~~September 30, 2018, in the amount of ~~$1,868,000~~$2,933,981 has a level 3 classification.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three and nine months ended ~~March 31,~~September 30, 2018:

The above tables also include derivative liabilities related to warrants to purchase common stock of $14,657 at September 30, 2018. Net ~~gain~~loss for the period included ~~in earnings~~mark-to-market adjustments relating to the liabilities held during the ~~period~~three and nine month periods ended ~~March 31,~~September 30, 2018 ~~was $530,290.~~in the amounts of $1,898,704 and $1,317,018, respectively.

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the period ended ~~March 31,~~September 30, 2018, the Company’s stock price decreased from initial valuation. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments.

The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of the Lattice Bi-nominal Option Pricing Model and the following assumptions:

The table below sets forth the assumptions for Black-Scholes valuation model for warrants on ~~March 31,~~September 30, 2018.

During the ~~first quarter~~nine months ended September 30, 2018, the holder of ~~2018, 10,000~~33,999 shares of Series B Preferred Stock ~~were converted~~exercised the option to convert into ~~50,000~~169,995 shares of Common Stock of the ~~Company per the preferred shareholder’s instructions.~~ Company.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, ~~2,546,259~~the Company issued 2 shares of Series HC Preferred ~~Stock were converted into 3,182,824 shares~~stock to the prior owners of ~~Common Stock of~~Edgeview Properties for services provided to the ~~Company per the preferred shareholder’s instruction.~~

~~During the three months ended March 31, 2018, the Company received conversion notices for $87,500 of convertible debt and $19,122 in interest and fees, which was converted into 8,300,108 shares.~~

~~On February 27,2018, the Company issued 370,370 shares to a third-party consultant.~~Company. The fair market value of the shares on the date of ~~issuance~~issuances was ~~$0.02995~~$0.0036 per ~~share.~~share, at a total cost of $720.

During the nine months ended September 30, 2018, the holder of 4,859,469 shares of Series H Preferred Stock exercised the option to convert into 6,074,223 shares of Common Stock of the Company.

During the nine months ended September 30, 2018, the holder of 203,655 shares of Series I Preferred Stock exercised the option to convert into 305,483 shares of Common Stock of the Company.

During the nine months ended September 30, 2018, the Company issued 8,200,562 shares of series K Preferred Stock to the prior owners of Red Rock Travel Group. The fair market value of the shares on the date of issuances was $0.0201 per share, at a total cost of $175,000.

During the nine months ended September 30, 2018, the Company issued 1,447,457 shares of Series K-1 Preferred Stock in settlement of a note payable. The fair market value of the shares were valued at the face amount of the note of $100,000.

During the nine months ended September 30, 2018, the Company issued 98,307,692 shares of Series L Preferred Stock to the prior owner of Platinum Tax Defenders. The fair market value of the shares on the date of issuances was $0.013 per share, at a total cost of $1,278,000.

See Note 5 for further issuance information related to conversion of indebtedness to common stock.

During the nine months ended September 30, 2018, the Company canceled 1,000,000 shares previously issued and issued 3,886,930 shares to third-party consultants. The fair market value of the shares on the date of issuances was $0.0186 to $0.0247 per share, at a total cost of $86,751. The Company also issued 3,428,571 shares in settlement of $240,000 in liabilities owed to a former officer of the Company.

~~We have~~The Company has an employment agreement, renewed May 15, 2014, with the Chairman, Mr. Thompson amended on January 1, 2017, whereby we provide for compensation of $25,000 per month.

~~We have~~The Company has an employment agreement with the Chief Executive Officer, Mr. Cunningham, amended on January 1, 2017, whereby we provide for compensation of $25,000 per month.

~~We have~~The Company has an employment agreement with the Chief Operating Officer, Mr. Roberts, effective June 2016, whereby we provide for compensation of $10,000 per month.

There are no other stock option plans, retirement, pension, or ~~profit sharing~~profit-sharing plans for the benefit of our sole ~~officer~~officers and ~~director~~directors other than as described ~~herein~~above.

The Company has ~~four~~six reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information: (1) Mobile home lease (We Three), (2) Company-owned Pizza Restaurants (Romeo’s NY Pizza), ~~and~~ (3) “Repicci’s Italian Ice” franchised stores.(4) Travel related services (Red Rock Travel Group, and (5) Tax resolution services (Platinum Tax Defenders). These segments are a result of differences in the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of nonrecurring items.

The mobile home lease segment establishes mobile home business as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, monthly mortgage payments and high property taxes. If bad credit is an issue preventing people from purchasing a traditional house, the Company will provide a financial leasing option with "0" interest on the lease providing a "lease to own" option for their family home.

The Company-owned Pizza Restaurant segment includes sales and operating results for all Company-owned restaurants. Assets for this segment include equipment, furniture and fixtures for the Company-owned restaurants.

Repicci’s Group offers franchisees for the operation of “Repicci’s Italian Ice” franchises. These franchised stores specialize in the distribution of nonfat frozen confections.

The number of franchise agreements in force as of December 31, ~~2017~~20186 was ~~48, five~~forty-five (45), seven (7) new state of ~~which are~~the art “mobile” ~~unites.~~units.

The Company obligates itself to each franchisee to perform the following services:

The Company has developed a new “Mobile Franchise Opportunity”. The total investment for the new opportunity ranges from ~~$155,600~~$185,000 to $165,000, as follows: ~~$125,000~~$195,000 for a new Mercedes Sprinter Van, customized for the franchisee, ~~$25,000~~$36,000 for the franchise fee, the balance for product. The Company’s obligation is as above, except for Item #3, training is specific to the new opportunity.

~~10. SUBSEQUENT EVENTS~~Red Rock Travel Group offers travel related services. With 28 years of experience in the industry of tourism and marketing of resorts and hotels, Redrock Travel Group has established a company dedicated to the operation of luxury travel based in Orlando, Florida. Our services are distinguished from other tour operators in the market by our commitment to provide our guests with personalized service, within their respective travel packages.

~~In accordance~~Platinum Tax Defenders is a reliable tax resolution service that offers assistance for struggling taxpayers. We will be up front and honest with ~~ASC Topic 855-10,~~you regarding your situation and we will never make promises that we can’t keep. Our tax attorneys in Los Angeles are here to negotiate on your behalf and bring the ~~Company has analyzed its operations subsequent~~tax relief to ~~March 31, 2018~~our clients that they need in today’s troubled economy. You can count on Platinum Tax Defenders to honestly guide you through the ~~date these consolidated~~negotiation and settlement process so you can get your taxes paid off and breathe a sigh of relief that your financial ~~statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those specified below.~~future will be a positive one.

~~On April 3, 2018, the Board of Directors of Cardiff increased the authorized to One Billion (1,000,000,000) shares of Common Stock, par value of $0.001.~~

During the nine-months ended September 30, 2018, the Company ~~entered into~~borrowed a ~~10% convertible line~~total of credit with an unrelated entity in the amount of $145,000. The note is convertible into shares of the company at any time at a 60% discount of the lowest trading price for the prior 25 days to conversion. The Company received $131,000 cash pursuant to the terms of this Note as of the date of this Report$60,176 from officers and shareholders.

Subsequent to ~~March 31,~~September 30, 2018 ~~3,516,560~~the Company issued 225,541,983 shares ~~were issued for services rendered.~~

~~Subsequent to March 31, 2018 3,027,764 shares were issued for conversion~~ of ~~2,313,120 preferred H shares.~~

~~Subsequent to March 31, 2018 4,107,877 shares were issued for debt conversion.~~

~~Subsequent to March 31, 2018 169,119 shares were issued for conversion of 112,746 preferred I shares.~~

~~Subsequent to March 31 2018, a cashless warrant to purchase 1,335,000 shares was issued~~common stock, in connection with ~~a services contract. The warrant is exercisable for three years at a price of $0.03 per share.~~

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements including the related notes, and the other financial information included in this report. For ease of reference, “the Company”, “we,” “us” or “our” refer to Cardiff Lexington Corp., and Legacy Card Company, Inc. (d/b/a: Mission Tuition) unless otherwise stated.

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management, markets for stock of Cardiff Lexington Corp. and other matters. Statements in this report that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such forward-looking statements, including, without limitation, those relating to the future business prospects, revenue and income of Cardiff Lexington Corp., wherever they occur, are necessarily estimates reflecting the best judgment of the senior management of Cardiff Lexington Corp. on the date on which they were made, or if no date is stated, as of the date of this report. These forward-looking statements are subject to risks, uncertainties and assumptions, including those described in the “Risk Factors” in Item 1A of Part I of our most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”), that may affect the operations, performance, development and results of our business. Because the factors discussed in this report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company assumes no obligation and does not intend to update these forward looking statements, except as required by law.

You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

During our startup phase we were not profitable and generated minimal revenue and no profit.

As of this filing, though still not profitable, Cardiff is generating significantly higher revenue which helps mitigate the risk. Currently we have a small amount of consolidated stockholders’ equity. As a result, though pleased with our progress and current results, we may never become profitable, and could go out of business.

Through inception until December 2014, we have restructured ourselves into a holding company and have acquired several additional businesses; We Three, Inc. d/b/a Affordable Housing Initiative, Romeo’s NY Pizza, Edge View Properties, FDR Enterprises, Inc. Repicci’s Franchise Group, and Refreshment ~~Concepts.~~Concepts, Red Rock Travel Group and Platinum Tax Defenders.

Future ~~sales~~revenue growth will no longer depend on missiontuition.com, but will be derived from our new acquisitions. We cannot guarantee we will ever develop substantial revenue from our subsidiary companies and there is no assurance that we will achieve profitability.

Because we had incurred operating losses from our inception, we still consider ourselves a going concern.

For the fiscal years ended December 31, 2017 and December 31, 2016, our accountants have expressed concern about our ability to continue as a going concern due to our continued net losses and need for additional capital. However, we believe our ability to achieve and maintain profitability and positive cash flow is dependent upon:

~~our ability to acquire profitable businesses within Cardiff; and~~

~~our ability to generate substantial revenues; and~~

~~our ability to obtain additional financing~~

Based upon current plans, we may incur operating losses in future periods. Also, we expect approximately $600,000 in operating costs to be incurred over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or obtaining other financing in the future to cover these operating costs. Additionally, financing may not be available on terms favorable to the Company. Failure to generate sufficient revenues may cause us to go out of business.

Since we are an early stage company that has generated minimal revenue, an investment in our shares is highly risky and could result in a complete loss of your investment if we are unsuccessful in our business plans.

We were incorporated in August ~~2001~~2001. In 2014 the Company developed into a Holding Company focusing on acquiring small to medium size Companies that meet the following criteria: 1, Profitable; 2. Good Management; 3. little to no debt. Our efforts are focused on development and ~~have focused all~~growth of our ~~efforts on the development of~~existing subsidiary’s and acquiring new acquisitions that meet our ~~product and we have generated minimal amounts revenue.~~requirements. Further, there is no guarantee that we will be successful in realizing revenues or in achieving or sustaining a positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you hold, and could result in the loss of your entire investment.

Future acquisitions are important to our success. We may not be able to successfully integrate our acquisitions into our operations

The acquisition of new companies is central to our business model and critically important to our success. Although we generally seek companies that have positive cash flows, we cannot be certain that the company’s acquired will remain cash flow positive and could possibly lose revenues. In addition, there are no assurances that the acquisitions acquired will continue as profitable businesses and could adversely affect our business and any possible revenues.

Successful implementation of our business strategy depends on factors specific to acquiring successful businesses. Adverse changes in our acquisition process could undermine our business strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow:

~~The competitive environment in the specific field of business acquired; and~~

~~Our ability to acquire the right businesses that meet customers’ needs; and~~

·	Our ability to establish, maintain and eventually grow market share in a competitive environment.

There are no substantial barriers to acquire established businesses and because we can acquire businesses in all types of industries, there is no guarantee the Company will acquire additional businesses, which could severely limit our proposed sales and revenues. If we cannot acquire established businesses, it could result in the loss of your investment.

Since we have no copyright protection, unauthorized persons may attempt to copy aspects of our business, including our governance design or functionality, services or marketing materials. Any encroachment upon our corporate information, including the unauthorized use of our brand name, the use of a similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their copyright, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on our business. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations. As a result, an investor could lose his or her entire investment.

The loss of the services of the current officers and directors could severely impact our business operations and future development, which could result in a loss of revenues and one’s ability to ever sell any shares.

Our performance is substantially dependent upon the professional expertise of the current officers and board of directors. Each has extensive expertise in business development and acquisitions and we are dependent on their abilities. If they are unable to perform their duties, this could have an adverse effect on business operations, financial condition and operating results if we are unable to replace them with other individuals qualified to develop and market our business. The loss of their services could result in a loss of revenues, which could result in a reduction of the value of any shares you hold as well as the complete loss of your investment.

Our stock has limited liquidity.

Our common stock trades on the OTCQB market. Trading volume in our shares may be sporadic and the price could experience volatility. If adverse market conditions exist, you may have difficulty selling your shares.

The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

•·	actual or anticipated fluctuations in our operating results;

•·	changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

•·	changes in market valuations of other companies, particularly those that market services such as ours;

•·	announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

•·	introduction of product enhancements that reduce the need for our products;

•·	departure of key personnel.

In general, buying low-priced penny stocks is very risky and speculative. Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. You may not able to sell your shares when you want to do so, if at all.

Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to such sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

Because of our size and limited resources, we may have difficulty establishing adequate management, legal and financial controls, which we are required to do in order to comply with U.S. GAAP and securities laws, and which could cause a materially adverse impact on our financial statements, the trading of our common stock and our business.

We are a small holding company that lacks the financial resources and qualified personnel to implement and sustain adequate internal controls As a result, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet proper internal control standards. Therefore, we may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002. This may result in significant deficiencies or material weaknesses in our internal controls which could impact the reliability of our financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002. Any such deficiencies, material weaknesses or lack of compliance could result in restatements of our historical financial information, cause investors to lose confidence in our reported financial information, have an adverse impact on the trading price of our common stock, adversely affect our ability to access the capital markets and our ability to recruit personnel, lead to the delisting of our securities from the stock exchange on which they are traded, lead to litigation claims, thereby diverting management’s attention and resources, and which may lead to the payment of damages to the extent such claims are not resolved in our favor, lead to regulatory proceedings, which may result in sanctions, monetary or otherwise, and have a materially adverse effect on our reputation and business.

We do not expect to pay dividends on common stock in the foreseeable future.

We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock for the year. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

Overview

Cardiff Lexington Corp., is currently structured as a company with holdings of various companies.

CARDIFF LEXINGTON CORP., is a public Holding company utilizing a new form of Collaborative Governance™*. Cardiff targets acquisitions of undervalued, niche companies with high growth potential, income-producing businesses, including commercial real estate properties all of which offer high returns for our investors. Our goal is to provide a form of governance enabling businesses to take advantage of the power of a public company without losing management control. Cardiff provides companies the ability to raise money and investors a low risk environment that protects their investment.

MISSION TUITION (www.missiontuition.com): Cardiff through Mission Tuition has built one of the largest merchant shopping networks in America consisting of all the top name merchants; offering in-store savings and coupon savings with local, regional and national merchants throughout America. With each purchase members earn rebates which goes directly into their educational savings account. Our Tax-Free educational savings program provides a platform for families to start an "educational savings" program that encourages regular and daily use of the program. The Mission Tuition program helps families save for college. Mission Tuition encourages members to contribute to their educational savings with contribution from work, family members or just rebates generated by online and in- store purchases. The Mission Tuition program leverages the two biggest economic forces in society –– consumer spent and the cost of education –– to create the most unique value-added rewards program in decades. Cardiff’smissiontuition.com helps solve a real need for America's families – saving for your child's college education.

We have currently placed Mission Tuition on hold until the Company can hire the appropriate management team.

WE THREE, LLC (D/B/A AFFORDABLE HOUSING INITIATIVE) (“AHI”): AHI is located in Maryville, Tennessee. AHI acquires both mobile homes and mobile home parks offering an alternative to traditional housing. Their mobile home business is a popular option for a homeowner wishing to avoid large down payments, expensive maintenance costs, monthly mortgage payments and high property taxes. If bad credit is an issue preventing people from purchasing a traditional house, AHI will provide a financial leasing option with "O" interest on the lease providing a "lease to own" option for their family home. Most homes are 3 bedroom/2bath homes making the dream of owning a home possible.

ROMEO'S NY PIZZA, INC.: Romeo's NY Pizza - Established in Paterson, New Jersey in 1945. Romeo's NY Pizza makes authentic NY pizza, making their dough in-house, using the finest cheese and ingredients available. No soggy crust or watered down pizza sauce, only the best. They also serve Chicken Wings, Philly Steak Subs, Calzones and Salads. Romeo's NY Pizza is currently in negotiations to open a "quick serve" Romeo's location in the Hartsfield International Airport in Atlanta.

EDGE VIEW PROPERTIES LLC: Edge View Properties consists of 30 prime acres of land; 23.5 acres zoned MDR (Medium Density Residential) with 12 lots already platted and 48 lots zoned HDR (High Density Residential), 4 acres of dedicated river front property zoned for recreation on the Salmon River, Idaho's premier whitewater river and 2.5 acres zoned for commercial use. All land is in the city limits of Salmon and adjacent to the Frank church Wilderness Park (the largest wilderness park in the lower 48 states).

REPICCI’S GROUP: Repicci’s Group offers franchisees for the operation of “Repicci’s Italian Ice” franchises. These franchised stores specialize in the distribution of nonfat frozen confections.

The number of franchise agreements in force as of December 31, ~~2016~~20186 was ~~48, five~~forty-five (45), seven (7) new state of ~~which are~~the art “mobile” ~~unites.~~units.

The Company obligates itself to each franchisee to perform the following services:

1.	Designate an exclusive territory;

2.	Provide guidance and approval for selection and location of site;

3.	Provide initial training of franchisee and employees;

4.	Provide a company manual and other training aids.

RED ROCK TRAVEL GROUP:Cardiff Lexington Corporation (OTCQB:CDIX) and Red Rock Travel Group (Private: “Red Rock Travel Group”) in July 2018 signed a definitive merger agreement under which Red Rock Travel Group will merge into Cardiff Lexington as its wholly owned subsidiary has been completed effected July 30^th, 2018.In connection with the closing of the acquisition, on July 30^th, 2018 a Preferred “K” Class of stock with a par value of $0.001 was established and issued. The Preferred “K” Class of stock rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed at the adjusted rate of $0.021 per share for a total of 8,200,562 representing a value of $175,000. These Preferred “K” 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 Forward Acquisition Agreement.

PLATINUM TAX DEFENDERS:Cardiff Lexington Corporation (OTCQB:CDIX) and Platinum Tax Defenders (Private: “Platinum Tax Defenders”) as previously announced on July 18^th, 2018 signing a definitive merger agreement under which Platinum Tax Defenders will merge into Cardiff Lexington as its wholly owned subsidiary has been completed effected July 30^th, 2018. Audited financials will follow in an upcoming 8-K within the required 75-day period following the closing. In connection with the closing of the acquisition, on July 30^th, 2018 a Preferred “L” Class of stock with a par value of $0.001 was established and issued. The Preferred “L” Class of stock rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed at the adjusted rate of $0.013 per share for a total of 98.307,692 representing a value of $1,278,000. These Preferred “L” 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.

Results of Operations

We had revenues ~~in the amount~~ of ~~$268,578~~$697,884 and $1,527,326 for the three and nine months ended ~~March 31,~~September 30, 2018, respectively, compared to revenues of ~~$444,645~~$413,875 and $1,419,006 for the ~~three months ended March 31,~~same periods in 2017, an ~~decrease~~increase of ~~40%.~~69% and 8%, respectively. Since we had various acquisitions over the past ~~year,~~two years, the ~~decrease~~increase in revenues is primarily attributable to full revenue quarter cycles for those acquisitions. A revenue breakdown by segment is as follows. We have had various acquisitions over the ~~sale of a franchise~~past two years, and ~~truck~~during the current period we have had two additional acquisitions, which is reflected in the ~~three months ended March 31, 2017 that did not occur during the same period for 2018.~~changes in revenues. A revenue breakdown by segment is as follows:

	For the three months ended
	March 31,		March 31,		For the three months ended
	2018		2017		September 30, 2018		September 30, 2017
Revenues:
We Three	$	51,277	$	46,010	$	44,740	$	51,193
Romeo’s NY Pizza		147,296		134,237		148,540		155,187
Repicci’s Group		70,005		260,653
Others		–		3,745
Repicci's Group						151,904		207,495
Platinum Tax						229,124		–
Red Rock Travel						123,576		–
Other						–		–
Consolidated revenues	$	268,578	$	444,645	$	697,884	$	413,875

The decrease in revenues from sales of ice cream during this reporting period were attributable to a change in the business model to a franchisee system weather. We anticipate better results as we fully implement this new business model.

For the nine months ended

September 30,
2018

September 30,
2017

Revenues:
We Three 143,403 $145,890
Romeo’s NY Pizza 452,555 $440,064
Repicci’s Group 578,668 829,307
Platinum Tax 229,124 -
Red Rock Travel 123,576 -
Others – 3,745
Consolidated revenues 1,527,326 $1,419,006

2128

The decrease in revenues for the three months and increase for the nine months from sales of pizza during this reporting period were attributable to the decrease in number of stores offset by a temporary increase earlier in the year. We currently have one pizza store open in 2018. The decrease in revenues from Repicci’s Group, is attributable to our strategy of focusing on franchise operations and management believes will be temporary. We have also included our new acquisitions, Platinum Tax Defenders and Red Rock Travel Group, since their acquisitions and revenues for August and September are included. Management has confidence that these acquisitions will improve our revenue significantly over time.
We had costs of sales ~~in the amount~~ of ~~$219,010~~$591,066 and $1,189,988 for the three and nine months ended ~~March 31,~~September 30, 2018 compared to costs of sales ~~in the amount~~ of ~~$279,229~~$457,394 and $1,309,398 for the ~~three months ended March 31,~~same periods September 30, 2017. The costs of sales for the periods related to each segment are as follows:
For the three months ended
March 31, March 31,
2018 2017
Cost of Sales:
We Three $ 38,399 $ 33,621
Romeo’s NY Pizza 98,456 94,303
Repicci’s Group 82,155 151,305
Others – –
Consolidated cost of sales $ 219,010 $ 279,229
The ~~decrease~~increase in cost of sales for the three-month period was primarily attributable to the ~~Repicci’s~~acquisitions of Platinum Tax Defenders and Red Rock Travel Group ~~due the~~and a one-time write-off of inventory. The decrease in ~~revenue.~~the nine months period were related to the one-time charges in the prior year related to Repicci’s, offset by the acquisitions of Platinum Tax Defenders and Red Rock Travel Group and a one-time write-off of inventory.
For the three months ended

September 30,
2018

September 30,
2017

Cost of Sales:
We Three $ 43,305 $ 39,645
Romeo’s NY Pizza 111,814 111,430
Repicci's Group 154,572 306,319
Platinum Tax 155,475 –
Red Rock Travel 125,900 –
Other – –
Consolidated cost of sales $ 591,066 $ 457,394
For the nine months ended

September 30,
2018

September 30,
2017

Cost of Sales:
We Three $ 145,650 $ 118,832
Romeo’s NY Pizza 324,661 311,986
Repicci’s Group 435,302 878,580
Platinum Tax 155,475 –
Red Rock Travel 125,900 –
Others – –
Consolidated cost of sales $ 1,186,988 $ 1,309,398

We had operating expenses of ~~$418,515~~$1,022,834 and $2,024,397 for the three and nine months ended ~~March 31,~~September 30, 2018 compared to operating expenses of ~~$610,741~~$1,274,505 and $2,506,556 for the three and nine months ended ~~March 31,~~September 30, 2017. The decrease in operating expenses during the period was primarily due to our ~~focus on improving profitability.~~improved level of operations, offset by our acquisitions. Additionally, stock based compensation decreased to ~~$11,074~~$87,471 for the nine month period compared to ~~$58,750~~$932,529 for the same period in 2017.
Inflation

We do not believe that inflation will negatively impact our business plans.
29

Liquidity and Capital Resources

Since inception, the principal sources of cash have been funds raised from the sale of common stock, advances from shareholders, and loans in the form of debentures and convertible notes. At ~~March 31,~~September 30, 2018, we had ~~$102,922~~$198,833 in cash and cash equivalents total assets of $3,478,997 and total ~~assets amounted to $1,336,288. At December 31, 2017 we had $68,986~~liabilities of ~~cash and cash equivalents, and total assets amounted to $1,319,061.~~$8,819,739.

Net cash used in operating activities was ~~$225,369~~$888,210 and ~~$23,388~~$440,770 for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 and 2017, respectively. The negative cash flows from operating activities during the periods were primarily attributable to the net losses of ~~$92,720~~$5,668,200 and ~~$526,379,~~$2,665,651, respectively. These amounts were partially offset by non-cash expenses related to depreciation, amortization of debt discount, stock based compensation and change in derivative liability related to convertible notes which were $59,730, $765,901, $87,472 and $1,317,018 additionally, we had a loss due to impairment of goodwill of $1,459,725, respectively. We also had increases in accounts payable and offset by reduction of accrued ~~expenses~~officers’ and ~~accrued officer~~employee salaries ~~during the 2018 period.~~by issuing stock and impairment of goodwill of $74,993, $240,000 and $1,459,725, respectively. In the 2017 period, the negative cash flows from operating activities ~~were~~was attributable to the net loss of $2,665,651, partially offset by ~~increases in accrued~~non-cash expenses related to depreciation, amortization of debt discount and ~~accrued officer salaries.~~stock based compensation which were $127,637, $300,333 and $398,939 additionally, we had a loss due to impairment of goodwill of $932,529, respectively.

Net ~~cash provided by investing activities was $5,947 for the three months ended March 31, 2018, compared to net~~ cash used in investing activities ~~of $7,041~~was $760,153 for the nine months ended September 30, 2018, compared to Net cash used in investing activities was $14,468 for the same period in 2017. Cash flows ~~provided by and~~ used in investing activities for ~~both periods were~~the 2018 period was solely due to purchase Platinum Tax Defenders of $852,000. During the nine months ended September 30, 2017, we purchased $5,000 in intangible assets and $9,468 in fixed ~~asset purchases and sales related to our mobile home leasing business.~~assets.

Net cash provided by financing activities was ~~$253,358 and $131,588 for three months ended March 31,~~$1,616,790 during September 30, 2018 ~~and 2017, respectively. The cash flows from financing activities during the three months ended March 31, 2018~~ were primarily attributable to proceeds of ~~$257,090 from~~convertible notes payable in the ~~issuances~~amounts of $890,605. For 2017, net cash provided by financing activities was $479,999, primarily attributable to proceeds of convertible notes ~~payable. For~~payable in the ~~2017 period we had cash~~amounts of $465,000 and proceeds of ~~$20,000~~$40,000 from sales of ~~stock and proceeds of $115,000 from the issuances of convertible notes payable.~~stock.

There can be no assurance that we will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to us. Should we be unable to raise sufficient funds, we may be required to curtail our operating plans and possibly relinquish rights to portions of our technology or products. In addition, increases in expenses or delays in product development may adversely impact our cash position and may require cost reductions. No assurance can be given that we will be able to operate profitably on a consistent basis, or at all, in the future.

22
In order to continue our operations, development of our products, and implementation of our business plan, we need additional financing. We are currently attempting to obtain additional working capital in an equity transaction.

Off Balance Sheet Arrangements

As of ~~March 31,~~September 30, 2018, we had no off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable
30

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed,+ summarized, and reported within the required time periods, and that such information is accumulated and communicated to our management, including our Chairman, Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer has concluded that these disclosure controls and procedures are ineffective. There have been no changes to our disclosure controls and procedures during the ~~three~~nine months ended ~~March 31,~~September 30, 2018.

There has been no change in our internal control over financial reporting during the three and nine months ended ~~March 31,~~September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Since the most recent evaluation date, there have been no significant changes in our internal control structure, policies, and procedures or in other areas that could significantly affect our internal control over financial reporting.

(b) Changes in Internal Controls

There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

2331

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There have been no events under any bankruptcy act, any criminal proceedings and any judgments or injunctions material to the evaluation of the ability and integrity of any director or executive officer during the last five years.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in the Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* XBRL Instances Document
~~101.SCH~~*101.SCH* XBRL Taxonomy Extension Schema Document
~~101.CAL~~*101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~*101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~*101.LAB* XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~*101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

* To be filed by amendment.

2432

SIGNATURE

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: ~~June 29,~~November 19, 2018 CARDIFF LEXINGTON CORP.

By: /s/ Alex Cunningham
Alex Cunningham
President/Chief Executive ~~Officer and Principal Accounting~~ Officer

By: /s/ Daniel Thompson
Daniel Thompson
Chairman and Principal Accounting Officer

2533

Florida	84-1044583
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	Large accelerated filer o	Accelerated filer o
	Non-accelerated filer o	Smaller reporting company x
	Emerging growth company o

	2018			2017

ASSETS
Current assets
Cash	$	102,922		$	68,986
Accounts receivable-net		57,271			63,061
Inventory-net		46,928			46,928
Prepaid and other		26,922			11,631
Total current assets		234,043			190,606

Property and equipment, net of accumulated depreciation of $1,134,981 and $1,030,231, respectively		463,715			491,474
Land		603,000			603,000
Intangible assets, net		14,910			15,561
Deposits		16,600			16,600
Due from related party		4,020			1,820
Total assets	$	1,336,288		$	1,319,061

LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current liabilities
Accounts payable	$	254,783		$	206,739
Accrued expenses		246,393			245,446
Accrued expenses - related parties		570,250			495,250
Interest payable		340,527			312,192
Accrued payroll taxes		1,314			2,047
Due to officers and shareholders		77,640			77,640
Line of credit		15,498			15,498
Common stock to be issued		500			500
Notes payable, unrelated party		205,838			215,979
Notes payable - related party		152,798			144,189
Convertible notes payable, net of debt discounts of $306,304 and $245,494, respectively		734,821			616,381
Convertible notes payable - related party		165,000			165,000
Derivative Liability		1,868,000			2,236,656
Income Tax payable		14,365			15,865
Total current liabilities		4,647,727			4,749,382

Total liabilities		4,647,727			4,749,382

Shareholders' (deficit)
Preferred stock
Preferred Stock all classes		6,293			8,849
Preferred Stock Series A - 4 Shares authorized, with par value of $.001, 1 and 1 share issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series B- 10,000,000 shares authorized, with par value of $.001, 2,797,205 and 2,788,205 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series C- 500 shares authorized, with par value of $.0.001, 117 and 117 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series D- 800,000 shares authorized, with par value of $.001, 400,000 and 400,000 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series E- 1,000,000 shares authorized, with par value of $.001, 241,199 and 241,199 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series F- 800,000 shares authorized, with par value of $.001, 280,069 and 280,069 shares issued and outstanding at March 31, 20187 and December 31, 2017
Preferred Stock Series F-1- 800,000 shares authorized, with par value of $.001, 57,193 and 57,193 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series G- 20,000,000 shares authorized, with par value of $.001, 0 and 0 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series H- 4,859,379 shares authorized, with par value of $.001, 2,313,120 and 4,859,379 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series H-1- 3,000,000 shares authorized, with par value of $.001,0 and 0 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series I- 20,000,000 shares authorized, with par value of $.001, 203,655and 203,655 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series J- 10,000,000 shares authorized, with par value of $.001, 0 and 0 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series J1- 7,500,000 shares authorized, with par value of $.001, 0 and 0 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series K- 9,607,840 shares authorized, with par value of $.001, 0 and 0 shares issued and outstanding at March 31, 2018 and December 31, 2017
Preferred Stock Series K1-35,000,000 shares authorized, with par value of $.001, 0 and 0 shares issued and outstanding at March 31, 2018 and December 31, 2016
Common stock; 1,000,000,000 shares authorized with $0.001 par value; 77,933,093 and 66,029,791 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively		77,934			66,031
Additional paid-in capital	��	45,810,406			45,608,151
Accumulated deficit		(49,206,072	)		(49,113,352	)
Total shareholders' equity (deficit)		(3,311,439	)		(3,430,321	)

Total liabilities and shareholders' equity (deficit)	$	1,336,288		$	1,319,061

	(Unaudited)		(Audited)
	2018		2017
ASSETS

Current assets
Cash	$	198,833	$	68,986
Accounts receivable-net		90,494		63,061
Inventory-net		3,079		46,928
Prepaid and other		46,919		11,631
Total current assets		339,325		190,606

Property and equipment, net of accumulated depreciation of $398,433 and $838,736, respectively		402,067		491,474
Land		603,000		603,000
Intangible assets, net		–		15,561
Goodwill		2,092,048		–
Deposits		27,817		16,600
Other assets		3,550		–
Due from related party		11,190		1,820
Total assets	$	3,478,997	$	1,319,061

LIABILITIES AND SHAREHOLDERS' (DEFICIT)

Current liabilities
Accounts payable	$	368,693	$	206,739
Accrued expenses		507,461		245,446
Accrued expenses - related parties		545,513		495,250
Interest payable		408,230		312,192
Accrued payroll taxes		138,017		2,047
Due to officers and shareholders		137,816		77,640
Deferred Income		825,616		–
Line of credit		6,155		15,498
Common stock to be issued		500		500
Notes payable, unrelated party		823,308		215,979
Notes payable - related party		171,582		144,189
Convertible notes payable, net of debt discounts of $285,860 and $245,494, respectively		736,502		616,381
Convertible notes payable - related party		165,000		165,000
Derivative Liability		2,933,981		2,236,656
Income Tax payable		11,365		15,865
Total current liabilities		7,779,739		4,749,382

Other Liabilities
Convertible notes payable		1,040,000		–

Total liabilities		8,819,739		4,749,382

	2018			2017

REVENUE
Rental income	$	51,277		$	46,010
Sales of pizza		147,296			134,237
Sales of ice cream		59,063			260,653
Sales to franchisees
Ice cream		7,793
Royalty fees		3,150
Other		–			3,745
Total revenue		268,579			444,645

COST OF SALES
Rental business		38,399			33,621
Pizza restaurants		98,456			94,303
Ice cream stores		82,155			151,305
Total cost of sales		219,010			279,229

GROSS MARGIN		49,569			165,416

OPERATING EXPENSES
Depreciation and amortization expense		3,258			–
Selling, general and administrative		418,515			610,741
Total operating cost		421,773			610,741

(LOSS) FROM OPERATIONS		(372,204	)		(445,325	)

OTHER INCOME (EXPENSE)
(Loss) from extinguishment of debt		–			(45,933	)
Change in value of derivative liability		530,290			20,793
Interest expense		(49,366	)		(25,637	)
Amortization of debt discounts		(201,440	)		(30,277	)
Total other income (expenses)		279,484			(81,054	)

NET INCOME (LOSS) FOR THE PERIOD	$	(92,720	)	$	(526,379	)


INCOME (LOSS) PER COMMON SHARE
-BASIC AND DILUTED	$	(0.00	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES - BASIC AND DILUTED		67,969,435			30,153,144

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Unaudited ~~Condensed~~ Consolidated Financial Statements:
	~~Condensed~~ Consolidated Balance Sheets	3
	~~Condensed~~ Consolidated Statements of Operations	45
	~~Condensed~~ Consolidated Statements of Cash Flows	56
	Notes to ~~Condensed~~ Consolidated Financial Statements	~~6-16~~8-22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1723
Item 3	Quantitative and Qualitative Disclosures about Market Risk	2330
Item 4.	Controls and Procedures, Evaluation of Disclosure Controls and Procedures	2331

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	2432
Item 1A.	Risk Factors	2432
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2432
Item 3.	Defaults Upon Senior Securities	2432
Item 4.	Submission of Matters to a Vote of Security Holders	2432
Item 5.	Other Information	2432
Item 6.	Exhibits	2433

	THREE MONTHS ENDED SEPTEMBER 30						NINE MONTHS ENDED SEPTEMBER 30
		2018			2017			2018			2017

REVENUE
Rental income	$	44,740		$	51,193		$	143,403		$	145,890
Sales of pizza		148,540			155,187			452,555			440,064
Sales of ice cream		68,079			172,209			275,468			661,161
Sales to franchisees		–			–			–			–
Ice cream		76,475			25,136			169,550			104,225
Franchise fees		–			5,000			120,000			48,321
Royalty fees		7,350			5,150			13,650			15,600
Tax Services		229,124			–			229,124			–
Travel Services		123,576			–			123,576			–
Other		–			–			–			3,745
Total revenue		697,884			413,875			1,527,326			1,419,006

COST OF SALES
Rental business		43,305			39,645			145,650			118,832
Pizza restaurants		111,814			111,430			324,661			311,986
Ice cream stores		154,572			306,319			435,302			878,580
Tax Services		155,475			–			155,475			–
Travel Services		125,900			–			125,900			–
Other		–			–			–			–
Total cost of sales		591,066			457,394			1,186,988			1,309,398

GROSS MARGIN		106,818			(43,519	)		340,338			109,608

OPERATING EXPENSES
Depreciation and amortization expense		(9,279	)		42,151			15,992			127,637
Selling, general and administrative		1,032,113			1,232,354			2,008,405			2,378,919
Total operating cost		1,022,834			1,274,505			2,024,397			2,506,556

(LOSS) FROM OPERATIONS		(916,016	)		(1,318,024	)		(1,684,059	)		(2,396,948	)

OTHER INCOME (EXPENSE)
Otherincome		84			–			1,664			–
Bad debt expense		(23,607	)		–			(23,607	)		–
(Loss) from extinguishment of debt		–			–			–			(45,933	)
Change in value of derivative liability		(1,898,704	)		135,166			(1,317,018	)		154,963
Gain/(loss) on sale of assets		(14,196	)		–			874			–
Interest expense		(72,355	)		(26,046	)		(164,277	)		(77,400	)
Impairment of asset		(300,000	)		–			(300,000	)		–
Impairment on Acquisition		(1,459,725	)		–			(1,459,725	)		–
Amortization of debt discounts		(330,941	)		(156,694	)		(765,901	)		(300,333	)
Total other income (expenses)		(4,099,444	)		(47,574	)		(4,027,990	)		(268,703	)

NET (LOSS) FOR THE PERIOD	$	(5,015,460	)	$	(1,365,598	)	$	(5,712,049	)	$	(2,665,651	)

(LOSS) PER COMMON SHARE -BASIC AND DILUTED	$	(0.03	)	$	(0.03	)	$	(0.05	)	$	(0.07	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED		173,106,027			40,359,954			109,258,535			36,979,427

	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) from continuing operations	$	(92,720	)	$	(526,379	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation		22,463			43,685
Loss on extinguishment of debt		–			45,933
Amortization of loan discount		201,440			30,277
Change in value of derivative liability		(530,290	)		(20,793	)
Stock based compensation		11,074			58,750
Warrants expense		–			47,000
Convertible note issued for conversion cost reimbursement		4,500			–
Convertible note issued for services rendered		–			80,000
(Increase) decrease in:
Accounts receivable		5,790			(28,226	)
Deposits		–			(5,422	)
Prepaids and other		(15,291	)		(2,200	)
Increase(decrease) in:
Accounts payable		48,044			50,356
Accrued expenses		947			47,913
Interest payable		45,907			21,599
Taxes payable		(1,500	)		(1,500	)
Accrued payroll taxes		(733	)		619
Accrued officers' salaries		75,000			135,000
Net cash used in operating activities		(225,369	)		(23,388	)

INVESTING ACTIVITIES
Disposal(Purchase) of fixed assets		5,947			(7,041	)
Net cash provided by (used in) investing activities		5,947			(7,041	)

FINANCING ACTIVITIES
Due from related party		(2,200	)		(283	)
Due to related party		4,878
Proceeds from sales of stock		–			20,000
Proceeds from convertible notes payable		257,090			115,000
Proceeds from notes payable -related party		8,609			–
Repayments of notes payable		(10,141	)		–
Proceeds from line of credit		–			8,781
Repayments to line of credit		–			(16,788	)
Net cash provided by financing activities		253,358			131,588

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		33,936			101,159

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		68,986			62,948

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	102,922		$	164,107

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	21,031		$	5,140

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable	$	87,500		$	9,887
Series H Preferred Stock issued for prior year acquisition	$	–		$	728,907
Conversion of preferred H stock to common stock	$	2,556		$	7,294
Derivative liability at beginning of year	$	–		$	1,472,264
Derivative resolution upon conversion	$	190,912		$	–
Reclass derivative liabilities to additional paid in capital	$	95,456		$	62,000
Debt Discount from derivative liabilities	$	257,090		$	–

Classification			Useful Life
Equipment, furniture and fixtures			5 - 7 years
Leasehold improvements			10 years or lease term, if shorter

				Level 1				Level 2				Level 3				Total
	Fair Value of Derivative Liability – December 31, 2017			$	–			$	–			$	2,236,656			$	2,236,656

	Platinum Fair Value
Cash	$	138,906
Accounts receivable		105,669
Other assets		60,041
Property and equipment		6,010
Goodwill		2,092,048
Liabilities		(272,674	)
Total	$	2,130,000

	Red Rock Fair Value
Cash		$	22,515
Intangible assets*			300,000
Property and equipment			55,286
Goodwill*			1,459,725
Liabilities			(1,662,526	)
Total		$	175,000

	Cardiff Lexington			Platinum		Red Rock			Pro Forma adjustment			Pro forma total

REVENUE		697,884			570,597		210,245			(352,700	)		1,126,026

NET INCOME (LOSS) FOR THE PERIOD	$	(4,141,655	)	$	362,033	$	(496,394	)	$	–		$	(4,276,016	)

	March 31, 2018		December 31, 2017		September 30, 2018		December 31, 2017

Accrued salaries – related party	$	545,000		470,000	$	520,263		470,000
Lease payable – related party		25,250		25,250		25,250		25,250
Accrued expenses – other		246,393		245,446		507,461		245,446
Total	$	816,643		740,696	$	1,052,974		740,696

Derivative Liability, June 30, 2018	1,983,308
Day 1 Loss	508,393
Discount from derivatives	191,200
Resolution of derivative liability upon conversion	(1,139,232	)
Mark to market adjustment	1,390,313
Derivative Liability, September 30, 2018	2,933,981

Derivative Liability, December ~~31, 2017~~31,2017	2,236,656
Day 1 Loss	~~103,392~~905,202
Discount from derivatives	~~257,090~~675,790
~~Mark to market adjustment~~	~~(633,682~~	)
Resolution of derivative liability upon conversion	(~~95,456~~1,295,485	)
Mark to market adjustment	411,818
Derivative Liability, ~~March 31,~~September 30, 2018	~~1,868,000~~2,933,981

		For the period ended
	~~March 31,~~	September 30, 2018		December 31, 2017
Volatility	~~189.32%-226.70%~~	612.68%-636.13%		111.09% - 220.65%
Risk-free interest rate	~~1.44%-2.09%%~~	2.13%-2.78%		0.51% - 1.76%
Expected term	~~.07-1~~	.09-5.14	~~.02-1~~	.02-1.00

	~~Three~~	Nine Month Period Ended ~~March 31,~~ September 30, 2018
Volatility		~~485%~~617.68%- 636.13%
Risk-free interest rate		~~2.27%~~2.13%-2.78%
Expected term		~~1.87~~0.09-5.14

	For the three months ended
	March 31, 2018			March 31, 2017
Revenues:
We Three	$	51,277		$	46,010
Romeo’s NY Pizza		147,296			134,237
Repicci’s Group		70,005			260,653
Others		–			3,745
Consolidated revenues	$	268,578		$	444,645

Cost of Sales:
We Three	$	38,399		$	33,621
Romeo’s NY Pizza		98,456			94,303
Repicci’s Group		82,155			151,305
Others		–			–
Consolidated cost of sales	$	219,010		$	279,229

Income (Loss) before taxes
We Three	$	10,192		$	15,043
Romeo’s NY Pizza		2,027			(38,954	)
Repicci’s Group		(56,694	)		37,598
Others		(48,245	)		(540,066	)
Consolidated loss before taxes	$	(92,720	)	$	(526,379	)

	As of		As of
	March 31, 2018		December 31, 2017
Assets:
We Three	$	245,724	$	235,532
Romeo’s NY Pizza		157,876		158,551
Repicci’s Group		284,357		293,216
Others		648,331		631,762
Combined assets	$	1,336,288	$	1,319,061

	For the nine months ended
		September 30, 2018			September 30, 2017
Revenues:
We Three	$	143,403		$	145,890
Romeo’s NY Pizza		452,555			440,064
Repicci’s Group		578,668			829,307
Platinum Tax		229,124			–
Red Rock Travel		123,576			–
Others		–			3,745
Consolidated revenues	$	1,527,326		$	1,419,006

Cost of Sales:
We Three	$	145,650		$	118,832
Romeo’s NY Pizza		324,661			311,986
Repicci’s Group		435,302			878,580
Platinum Tax		155,475			–
Red Rock Travel		125,900			–
Others		–			–
Consolidated cost of sales	$	1,186,988		$	1,309,398

Income (Loss) before taxes
We Three	$	(29,357	)	$	52,682
Romeo’s NY Pizza		29,048			(34,527	)
Repicci’s Group		(83,816	)		(77,696	)
Platinum Tax		(249,134	)		–
Red Rock Travel		(601,064	)		–
Others		(4777,724	)		(2,606,110	)
Consolidated income/(loss) before taxes	$	(5,712,049)		$	(2,665,651	)

		As of September 30, 2018		As of December 31, 2017
Assets:
We Three	$	314,003	$	235,532
Romeo’s NY Pizza		121,339		158,551
Repicci’s Group		258,649		293,216
Platinum Tax		108,569		–
Red Rock Travel		49,808		–
Others		2,626,627		631,762
Combined assets	$	3,478,997	$	1,319,061

31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	XBRL Instances Document
~~101.SCH~~101.SCH	XBRL Taxonomy Extension Schema Document
~~101.CAL~~101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~101.LAB	XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Dated: ~~June 29,~~November 19, 2018	CARDIFF LEXINGTON CORP.

	By:	/s/ Alex Cunningham
		Alex Cunningham President/Chief Executive ~~Officer and Principal Accounting~~ Officer


	By:	/s/ Daniel Thompson
		Daniel Thompson
		Chairman and Principal Accounting Officer