CDIX Cardiff Lexington Corporation (PK)

INFORMATION STATEMENT

NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS

IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is first being mailed on or about [ ], 2023 to the holders of record of the outstanding common stock of Cardiff Lexington Corporation, a Nevada corporation (“we,” “us,” “our” or “our company”), as of the close of business on April 10, 2023 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Information Statement relates to a written consent in lieu of a meeting, dated April 10, 2023 (the “Written Consent”), of stockholders owning as of the Record Date at least a majority of the outstanding shares of our common stock and preferred stock, voting together as a single class.

The Written Consent authorized and approved an amendment and restatement of our current amended and restated articles of incorporation (the “Current Charter”) to remove the terms of each series of preferred stock, which will instead be included in separate certificates of designation, and to remove certain other provisions as more fully described below (the “Charter Amendment”). A copy of the Charter Amendment is attached to this Information Statement as Appendix A.

The Written Consent is sufficient under the Nevada Revised Statutes, the Current Charter and our bylaws to approve the Charter Amendment.  Accordingly, the Charter Amendment will not be submitted to the other stockholders for a vote, and this Information Statement is being furnished to such other stockholders to provide them with certain information concerning the Written Consent in accordance with the requirements of the Exchange Act, and the regulations promulgated under the Exchange Act, including Regulation 14C.

We will, when permissible following the expiration of the 20-day period mandated by Rule 14c of the Exchange Act and the provisions of the Nevada Revised Statutes, file the Charter Amendment with the Nevada Secretary of State’s Office. The Charter Amendment will become effective upon such filing.

AUTHORIZATION BY THE BOARD OF DIRECTORS AND STOCKHOLDERS

On April 10, 2023, our board of directors unanimously adopted resolutions approving the Charter Amendment and recommended that our stockholders approve it. In connection with the adoption of these resolutions, our board of directors elected to seek the written consent of stockholders in order to reduce associated costs and implement the Charter Amendment in a timely manner. On April 10, 2023, the Chairman of the Board, Daniel Thompson (the “Majority Stockholder”), executed and delivered the Written Consent to us.

Pursuant to the Nevada Revised Statutes and our bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power of our outstanding voting stock, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

Pursuant to the Nevada Revised Statutes, the Current Charter and our bylaws, approval of the Charter Amendment at a meeting would require the affirmative vote of at least a majority of the total number of shares of our outstanding common stock, series A preferred stock, series B preferred stock, series C preferred stock, series I preferred stock, series J preferred stock, series L preferred stock and series R preferred stock, voting together as a single class.

Holders of shares of our common stock, series B preferred stock, series C preferred stock, series J preferred stock, series L preferred stock and series R preferred stock are entitled to one (1) vote per share. Holders of shares of our series I preferred stock are entitled to five (5) votes per share. Holders of shares of our series A preferred stock are entitled to a number of votes per share equal to four (4) times the sum of all shares common stock and series B preferred stock issued and outstanding. As of the Record Date, we had issued and outstanding 789,796,735 shares of common stock, 1 share of series A preferred stock, 1,959,078 shares of series B preferred stock, 122 shares of series C preferred stock, 14,885,000 shares of series I preferred stock, 1,713,584 shares of series J preferred stock, 319,493 shares of series L preferred stock and 165 shares of series R preferred stock. Accordingly, a total of 4,035,237,429 votes were entitled to be cast on the approval of the Charter Amendment. As of the Record Date, Daniel Thompson owned 25,004,127 shares of common stock, 1 share of series A preferred stock, 13,062 shares of series B preferred stock, 1 share of series C preferred stock and 5,037,412 shares of series I preferred stock, which entitled Mr. Thompson to 3,217,227,502 votes, or approximately 79.73% of the total votes eligible to be cast.

Accordingly, we have obtained all necessary corporate approvals in connection with the Charter Amendment. We are not seeking written consent from any other stockholder, and other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely for the purposes of advising stockholders of the action taken by Written Consent and giving stockholders notice of such actions taken as required by the Exchange Act.

As the action taken by the Majority Stockholder was by written consent, there will be no security holders’ meeting and representatives of the principal accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if they desire to do so and will not be available to respond to appropriate questions from our stockholders.