UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25/A
(Amendment No. 1)
NOTIFICATION OF LATE FILING
| (CHECK ONE): | o Form 10-K | o Form 20-F | o Form 11-K | x Form 10-Q | o Form N-SAR |
| Commission File Number: 000-49709 |
| | |
| | For Period Ended: June 30, 2021 |
| | |
| | o Transition Report on Form 10-K |
| | o Transition Report on Form 20-F |
| | o Transition Report on Form 11-K |
| | o Transition Report on Form 10-Q |
| | o Transition Report on Form N-SAR |
| | For the Transaction Period Ended: ______________ |
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| Cardiff Lexington Corporation |
| Full Name of Registrant |
| |
| Cardiff International, Inc. |
| Former Name if Applicable |
| |
| 401 E. Las Olas Blvd. Suite 1400 |
| Address of Principal Executive Office (Street and Number) |
| |
| Fort Lauderdale, FL 33301 |
| City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| | | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ý | | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
| | | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant changed audit firms in June 2021. Previously, the Registrant’s independent public accounting firm was Daszkal Bolton LLP (“DB”), which audited the Registrant’s financial statements contained in the Annual Report on Form 10-K for the fiscal years ended December 31, 2020 and December 31, 2019 (the “2020 Form 10-K”). In preparing the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Affected 10-Q”), the Registrant’s current independent public accounting firm, Rosenberg Rich Baker Berman, P.A. (“RRBB”), has raised issues with certain of the line items and disclosures in the 2020 Form 10-K that they believe renders them unable to provide a review of the Affected 10-Q, which results in the inability of the Registrant to File the Affected 10-Q. The Registrant has been informed by DB that it believes that there are no errors in the financial statements contained in the 2020 Form 10-K. The Registrant has retained a consulting firm to assist it in a review and, if necessary, a revision of its 2019-2020 financial statements but is unable at this time to determine when that review and, if applicable, revision will be complete and whether it will require a restatement or other adjustment of its financial statements for 2019-2020 and interim periods within those fiscal years. The letter of RRBB required by Rule 12b-25(c) accompanies this Form12b-25/A as an exhibit.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| |
| Daniel Thompson | 844 | 628-2100 | | | | | |
| (Name) | (Area Code) | (Telephone Number) | | | | | |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
| | ý Yes o No |
| |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| | o Yes ý No |
| |
| | If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
| |
| | |
| |
| Cardiff Lexington Corporation |
| (Name of Registrant as Specified in Charter) |
| |
| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. |
| | | |
| Date: August 24, 2021 | By: | /s/ Alex Cunningham |
| | | Chief Executive Officer |
