Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549












FORM 10-K



☒ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) 4 OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31,
2019

or



☐ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
from _____ to _______



Commission File Number 000-49709












CARDIFF LEXINGTON CORP.

(Exact name of registrant as specified
in its charter)



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



401 East Las Olas Blvd., Suite 1400,
Ft. Lauderdale, FL 33301

(Address of principal executive offices)



(844) 628-2100

(Registrant's telephone no., including
area code)



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class | Trading Symbol(s) | Name of each exchange on which registered
|------------------- | ----------------- | -----------------------------------------
|N/A                 | N/A               | N/A                                      



Securities registered pursuant to Section
12(g) of the Act:



Par Value $0.001 Common Stock

(Title of each class)





Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes ☐    No ☒.



Indicate by check mark if registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐    No
☒.



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes ☒     No
☐



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒    No ☐





Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting
company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)



| | Large accelerated filer  ☐ | Accelerated filer  ☐        
| | -------------------------- | ----------------------------
| | Non-accelerated filer  ☒   | Smaller reporting company  ☒
| | Emerging growth company  ☐ |                             



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes ☐    No
☒



State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed third fiscal quarter. $1,363,300.



Common shares outstanding at April 14,
2020 is 1,365,654,971 with a par value of $0.001.















FORM 10-K

CARDIFF
LEXINGTON CORP

INDEX



|                                                                                                                         | Page
|------------------------------------------------------------------------------------------------------------------------ | ----
|                                                                                                                         |     
|PART I                                                                                                                  
|                                                                                                                         |     
|Item 1. Business                                                                                                         | 1   
|                                                                                                                         |     
|Item 1A. Risk Factors                                                                                                    | 3   
|                                                                                                                         |     
|Item 1B. Unresolved Staff Comments                                                                                       | 6   
|                                                                                                                         |     
|Item 2. Property                                                                                                         | 6   
|                                                                                                                         |     
|Item 3. Legal Proceedings                                                                                                | 7   
|                                                                                                                         |     
|Item 4. Mine Safety Disclosures                                                                                          | 7   
|                                                                                                                         |     
|PART II                                                                                                                 
|                                                                                                                         |     
|Item 5. Market for Registrant’s Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities | 8   
|                                                                                                                         |     
|Item 6. Selected Financial Data                                                                                          | 9   
|                                                                                                                         |     
|Item 7. Management's Discussion and Analysis of Financial Condition and
    Results of Operations                        | 9   
|                                                                                                                         |     
|Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                                      | 17  
|                                                                                                                         |     
|Item 8. Financial Statements and Supplementary Data                                                                      | 17  
|                                                                                                                         |     
|Item 9. Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosures                        | 59  
|                                                                                                                         |     
|Item 9A. Controls and Procedures                                                                                         | 59  
|                                                                                                                         |     
|Item 9B. Other Information                                                                                               | 60  
|                                                                                                                         |     
|PART III                                                                                                                
|                                                                                                                         |     
|Item 10. Directors, Executive Officers and Corporate Governance                                                          | 61  
|                                                                                                                         |     
|Item 11. Executive Compensation                                                                                          | 64  
|                                                                                                                         |     
|Item 12. Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters              | 65  
|                                                                                                                         |     
|Item 13. Certain Relationships and Related Transactions, and Director Independence                                       | 66  
|                                                                                                                         |     
|Item 14. Principal Accountant Fees and Services                                                                          | 68  
|                                                                                                                         |     
|PART IV                                                                                                                 
|                                                                                                                         |     
|Item 15. Exhibits and Financial Statement Schedules                                                                      | 67  
|                                                                                                                         |     
|Signatures                                                                                                               | 70  
|                                                                                                                         |     
|Index to Financial Statements                                                                                            | 18  







i









CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-K (this
“Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Forward- looking statements discuss matters that are not historical facts. Because they discuss future
events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,”
“intend,” “could,” “should,” “would,” “may,” “seek,” “plan,”
“might,” “will,” “expect,” “predict,” “project,” “forecast,”
“potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only
as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not
guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,
level of activity, performance or achievement to be materially different from the results of operations or plans expressed or
implied by such forward-looking statements.



We cannot predict all the risks and uncertainties.
Accordingly, such information should not be regarded as representations that the results or conditions described in such statements
or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of
any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and
include information concerning possible or assumed future results of our operations, including statements about potential acquisition
or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements
regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other
statements that are not historical facts.



These forward-looking statements represent
our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other
factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results
expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described
in the forward- looking statements might not occur or might occur to a different extent or at a different time than we have described.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.
All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable
to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred
to in this Report.



Except to the extent required by law,
we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.







ii







PART I



Item 1. DESCRIPTION OF BUSINESS.



History of the Business



Legacy Card Company (“Legacy”)
was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability
Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff Lexington Corp (formerly Cardiff International,
Inc.) (“Cardiff”, the “Company”), a publicly held corporation in Colorado. On August 27, 2014 Cardiff
redomiciled to Florida.



In the first quarter of 2013, it was decided
to restructure Cardiff into a holding company enabling businesses to take advantage of the power of a public company. Cardiff
began targeting the acquisition of undervalued, niche companies with high growth potential, income-producing commercial real estate
properties, and high return investments, all designed to pay a dividend to our shareholders. The reason for this strategy was
to protect our shareholders by acquiring profitable small- to minimum-sized businesses with little to no debt, seeking support
with both financing and management that had the ability to offer a return to investors. The plan is to establish new classes of
preferred stock to streamline voting rights, negate debt, and acquire new businesses. By December 31, 2019, we have acquired ten
businesses four merged into two and one we chose to close. Currently, we have: We Three (AHI); Romeo’s NY Pizza; Edge View
Properties; Repicci’s Franchise Group; Platinum Tax Defenders and JM Enterprises (dba as Key Tax Group.



BUSINESS DEVELOPMENTS



The following business developments have been reported in our
reports filed with the Securities and Exchange Commission (the “SEC”), which are referenced in Part IV, Item 15, of
this Annual Report:



We Three, LLC (dba) Affordable Housing Initiative acquired
in April 2014

Romeo’s Alpharetta, LLC acquired in June 2014

Fortuna Restaurant Group, Inc. acquired in June 2014 (merged
into Romeo’s)

R&T Restaurant Group, Inc. acquired in June 2014 (merged
into Romeo’s)

Edge View Properties, Inc. acquired July 2014

Repicci’s Franchise Group, LLC acquired in August 2016;

FDR Enterprises, Inc. acquired in August 2016; (Merged into
Repicci’s Franchise Group)

Refreshment Concepts, LLC acquired in August 2016; (Merged
into Repicci’s Franchise Group)

July 2017 increased authorized common shares to 500,000,000
at par value of $0.001

January 2018 changed name of Corporation to Cardiff Lexington
Corporation

March 2018 increased authorized common shares to 1 Billion
at par value of $0.01

Red Rock Travel Group, LLC acquired in July 2018

Platinum Tax Defenders acquired in July 2018

July 2018 amended the Preferred K Class Rights & Privileges

July 2018 created a new Preferred L Class of stock to acquire
a new business

September 2018 increased authorized common shares to 2 Billion
at par value of $0.001

November 2018 created a sub-class of Preferred K1 shares to
raise investment funds for subsidiary

November 2018 increased authorized common shares to 5 Billion
at par value of $0.001

December 2018 increased the authorized Blank Check shares to
1 Billion for future acquisitions

December 2018 filed a 14C amending Rights & Privileges
of all Preferred Classes of stock

March 2019 filed a 14C increasing authorized common shares
to 7.5 Billion at par value $0.001









1







March 21, 2019 reverse stock split 1500:1 effective date January
1, 2018

April 2019 authorized 50,000,000 shares of Common stock as
Warrants

JM Enterprises 1, Inc. acquired May 8, 2019 dba Key Tax Group
(“Key Tax”)

June 2019 dissolved Forward Acquisition Agreement with Red
Rock Travel

August 2019 established 2 new classes of Preferred stock, Series
P with 7.5mm authorized par value of $0.001 and Series M with 10mm authorized par value $0.001

November 2019 established new R Preferred Class, rights &
privileges

January 2020 established new rights & privileges to all
classes of preferred stock

January 2020 reverse split on several classes of Preferred
Stock





Current Business Operations



Cardiff is a public holding company, much
like a cooperative, leveraging proven management in private companies that become subsidiaries under our umbrella. Our focus is
not based on a specific industry or geographic location, but rather on a proven management, market, and historical operating margin.
We target acquisitions of mature, high growth, niche companies. Cardiff’s strategy identifies and empowers select income-producing
middle market private businesses and commercial real estate properties.



The target company’s management
team typically maintains control of the day to day operations. Acquisitions become standalone autonomous subsidiaries that gain
the advantages of a publicly traded company without losing their independent management control. Management enjoys the advantage
of improved valuation, liquidity, synergies, and support, along with diversification and asset appreciation through collective
subsidiary performance. Diversification and pooled resources leverage value and mitigate risk.



Cardiff provides these companies both
1) the enhanced ability to raise money for operations or expansion, and 2) an equity exit and liquidity strategy for the owner,
heirs, and/or Investors.



For investors, Cardiff provides a diversified
lower risk to protect and safely enhance their investment by continually adding assets and holdings.



Cardiff employs a merge, acquire, and
hold strategy to maximize value and potential of private, often family run, enterprises while providing diversification and risk
mitigation for all shareholders.



Cardiff is led by strong and talented
roster of executives and advisors providing expert acquisition, market guidance and added value for subsidiaries and investors.
To date, Cardiff consists of the following whole-owned subsidiaries:



To date, Cardiff consists of the following wholly-owned subsidiaries:



We Three, LLC dba Affordable Housing Initiative (“AHI”),
acquired May 15, 2014

Romeo’s Alpharetta, LLC dba Romeo’s NY
Pizza (“Romeo’s Pizza”), acquired June 30, 2014

Edge View Properties, Inc., (“Edge View”)
acquired July 16, 2014

Repicci’s Franchise Group, LLC (“Repicci’s
Group”), acquired August 10, 2016

Platinum Tax Defenders, LLC (“Platinum Tax”),
acquired July 31, 2018

JM Enterprises 1, Inc. dba Key Tax Group (“Key
Tax”), acquired May 2019

Red Rock Travel Group, LLC (“Red Rock”),
acquired July 31, 2018, discontinued May 31, 2019





Organization



We are now comprised as one parent corporation
holding company and six operating subsidiaries.









2







Employees



Collectively, Cardiff and its subsidiaries
employ approximately 72 employees and anticipates hiring additional personal with new acquisitions.



Competition



We are a Small Cap holding company enabling
businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition of undervalued, niche companies
with high growth potential, income-producing commercial real estate properties, and high return investments, all designed to pay
a dividend to our shareholders. The reason for this strategy was to protect our shareholders by acquiring profitable small- to
minimum-sized businesses with little to no debt, seeking support with both financing and management that had the ability to offer
a return to investors. The plan is to establish new classes of preferred stock to streamline voting rights, negate debt, and acquire
new businesses.



Proprietary Information



We own the following trademarks: Cardiff
USA; Mission Tuition, Legacy Card Company and Small Cap Rescue.



Government Regulation



We do not expect to be subject to material
governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory authorities.



Research and Development



We have spent funds on research and development
finding an appropriate agency that could develop a new website representing the Company’s direction, keeping investors more
informed, etc. We plan to spend further funds on research and development activities in the future to increase our social awareness.



Environmental Compliance



We believe that we are not subject to any material costs for
compliance with any environmental laws.



How to Obtain our SEC Filings



We file annual, quarterly, and special
reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street
N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.



Our investor relations department can
be contacted at our principal executive office located at, 401 East Las Olas Blvd. Unit 1400, Fort Lauderdale, FL 33301. Our telephone
number is (844-628-2100).



Item 1A. RISK FACTORS



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.









3







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 revenue which helps mitigate the risk. As a result, though pleased with our acquisitions, we may never become
profitable, and could go out of business.



Since 2014, we have restructured ourselves
into a holding company and have acquired seven additional businesses;



| | 1. | We Three, LLC (Affordable Housing
                                         Initiative);
| | -- | ---------------------------------------------------------------------------------------

| | 2. | Romeo’s NY Pizza (merged
                                         Fortuna Restaurant Group and R & T Restaurant Group into Romeo’s Alpharetta);
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Edge View Properties, Inc;
| | -- | --------------------------

| | 4. | Repicci’s Franchise Group,
                                         Inc. (merged Refreshment Concepts, LLC into Repicci’s Franchise Group, Inc.); FDR
                                         Enterprises, Inc.;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | Platinum Tax Defenders, LLC and
| | -- | -------------------------------

| | 6. | Red Rock Travel (Discontinued)
| | -- | ------------------------------

| | 7. | JM Enterprises (dba – Key
                                         Tax Group).
| | -- | ------------------------------------------------------------------------------



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



For the fiscal years ended December 31,
2019 and December 31, 2018 our auditors have included an emphasis paragraph about our ability to continue as a going concern,
due to our continued losses and deficiencies in working capital. We believe our ability to achieve and maintain profitability
and positive cash flow is dependent upon:



| | · | our ability to acquire profitable businesses within CDIX; 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 $3,500,000 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 and
have focused all our efforts on the development of our portfolio of companies which have quadrupled our revenue since 2015. However,
there is no guarantee that we will be successful in realizing revenues or in achieving or sustaining 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.









4







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 OTC 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.
| | - | ---------------------------







5







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.



ITEM 1B. UNRESOLVED STAFF COMMENTS



The company is currently in process of amending a
registration statement in connection with a comment letter received from the SEC in February 2020.



ITEM 2. DESCRIPTION OF PROPERTY.



The Company had operating lease expense
of $210,286 and $242,567 for the years ended December 31, 2019 and 2018, respectively, consisting of the followings.



|                  |  | For the year ended    |        
|----------------- |  | --------------------- | -------
|                  |  | December 31,
    2019 |        
|                  |  |                       |        
|Restaurants       |  | $                     | 70,629 
|Lot               |  |                       | 65,208 
|Office            |  |                       | 70,028 
|Equipment Rentals |  |                       | 4,421  
|Total             |  | $                     | 210,286









6







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).



ITEM 3. LEGAL PROCEEDINGS.



We are not a party to any material legal
proceedings, nor is our property the subject of any material legal proceeding.



ITEM 4. MINE SAFETY
DISCLOSURES.



Not applicable.





















7







PART
II



ITEM 5. MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



Holders



As of December 31, 2019, there were 849 record holders of our
common stock, and there were 677,419,812 (post-reverse split) shares of our common stock outstanding.



Public Market for Common Stock



Our common stock, par value $.001 per
share (the “Common Stock”), is currently quoted on the OTCQB under the symbol “CDIX”. The OTC is a quotation
service that displays real-time quotes, last-sale prices, and volume information in over-the-counter, or the OTC, equity securities.
An OTC equity security generally is any equity that is not listed or traded on a national securities exchange. The following table
shows, for the periods indicated, the high and low bid prices per share of our common stock as reported by the OTC quotation service.
These bid prices (pre-split) represent prices quoted by broker-dealers on the OTC quotation service. The quotations reflect inter-
dealer prices, without retail mark-up, mark- down or commissions, and may not represent actual transactions.





|                  |  |   | High Close |   |  |   | Low Close | 
|----------------- |  | - | ---------- | - |  | - | --------- | 
|December 31, 2019 |  |   |            |   |  |   |           | 
|1st Quarter       |  | $ | 1.34       |   |  | $ | .06       | 
|2nd Quarter       |  | $ | .10        |   |  | $ | .07       | 
|3rd Quarter       |  | $ | .01        |   |  | $ | .005      | 
|4th Quarter       |  | $ | .006       |   |  | $ | .002      | 
|December 31, 2018 |  |   |            |   |  |   |           | 
|1st Quarter       |  | $ | 1.34       | 0 |  | $ | .000      | 
|2nd Quarter       |  | $ | .099       |   |  | $ | .002      | 
|3rd Quarter       |  | $ | .013       |   |  | $ | .001      | 
|4th Quarter       |  | $ | .002       |   |  | $ | .001      | 



The market price of our common stock will
be subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market,
and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or
projected performance.



The Securities Enforcement and Penny Stock Reform Act of
1990



The Securities and Exchange Commission
has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities
is provided by the exchange or system).



A purchaser is purchasing penny stock
which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities
and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more
difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate
his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject
to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some
broker- dealers will refuse to attempt to sell penny stock.









8







The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document
prepared by the Commission, which:



| | · | contains a description of the nature and level of risk in the market for penny stocks in
    both public offerings and secondary trading;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | · | contains a description of the broker's or dealer's duties to the customer and of the rights
    and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities
    Act of 1934, as amended;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | contains a brief, clear, narrative description of a dealer market, including "bid"
    and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | contains a toll-free telephone number for inquiries on disciplinary actions;
| | - | ----------------------------------------------------------------------------



| | · | defines significant terms in the disclosure document or in the conduct of trading penny
    stocks; and
| | - | -------------------------------------------------------------------------------------------------------



| | · | contains such other information and is in such form (including language, type, size and
    format) as the Securities and Exchange Commission shall require by rule or regulation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, to the customer:



| | · | the bid and offer quotations for the penny stock;
| | - | -------------------------------------------------



| | · | the compensation of the broker-dealer and its salesperson in the transaction;
| | - | -----------------------------------------------------------------------------



| | · | the number of shares to which such bid and ask prices apply, or other comparable information
    relating to the depth and liquidity of the market for such stock; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | monthly account statements showing the market value of each penny stock held in the customer's
    account.
| | - | -----------------------------------------------------------------------------------------------------------



In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker- dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated
copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in
the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty
selling their securities.



Dividend Policy



We have not previously declared or paid
any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends
on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations
and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs
and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under
any contractual restriction as to our present or future ability to pay dividends.



ITEM 6. SELECTED FINANCIAL DATA



We are a smaller reporting company as defined by Rule 12b-2
of the Exchange Act and are not required to provide the information under this item.



ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This Management’s Discussion and
Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected
future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as “may”,
“will”, “should”, “anticipate”, “believe”, “expect”, “plan”,
“future”, “intend”, “could”, “estimate”, “predict”, “hope”,
“potential”, “continue”, or the negative of these terms or other similar expressions. These forward-looking
statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may
differ materially from these forward-looking statements for many reasons, including, but not limited to, the matters discussed
in this report under the caption “Risk Factors”. We urge you not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly update any forward looking
statements, whether as a result of new information, future events or otherwise.









9







The following discussion of our consolidated
financial condition and consolidated results of operations should be read in conjunction with our consolidated financial statements
and the related notes included in this report.



The following table provides segment reporting
for selected financial data about the Company as of and for the years ended December 31, 2019 and December 31, 2018. For detailed
financial information, see the audited Financial Statements included in this report.





|                                |  | As of                 |           |  | As of                 |  
|------------------------------- |  | --------------------- | --------- |  | --------------------- | -
|                                |  | December 31,
    2019 |           |  | December 31,
    2018 |  
|Assets:                         |  |                       |           |  |                       |  
|Affordable Housing Rentals      |  | $                     | 299,565   |  |                       | $
|New York Style Pizza Restaurant |  |                       | 398,253   |  |                       |  
|Italian Ice Franchise Group     |  |                       | 27,735    |  |                       |  
|Tax Resolution Services         |  |                       | 4,302,238 |  |                       |  
|Others                          |  |                       | 269,401   |  |                       |  
|Consolidated assets             |  | $                     | 4,907,113 |  |                       | $





|                                               
|-----------------------------------------------
|                                               
|Revenues:                                      
|Affordable Housing Rentals                     
|New York Style Pizza Restaurant                
|Italian Ice Franchise Group                    
|Tax Resolution Services                        
|Other                                          
|Consolidated revenues                          
|                                               
|Cost of Sales:                                 
|Affordable Housing Rentals                     
|New York Style Pizza Restaurant                
|Italian Ice Franchise Group                    
|Tax Resolution Services                        
|Other                                          
|Consolidated cost of sales                     
|                                               
|Income (Loss) from operations from subsidiaries
|Affordable Housing Rentals                     
|New York Style Pizza Restaurant                
|Italian Ice Franchise Group                    
|Tax Resolution Services                        
|Loss from operations                           
|                                               
|Loss from operations from Cardiff Lexington    
|                                               
|Income (Loss) before taxes                     
|Affordable Housing Rentals                     
|New York Style Pizza Restaurant                
|Italian Ice Franchise Group                    
|Tax Resolution Services                        
|Other                                          
|Consolidated income (loss) before taxes        









10







Results of Operations



Revenues.We had revenues in
the amount of $4,541,142 and $2,373,938 for the years ended December 31, 2019 and 2018, respectively. The increase in revenue
was primarily due to the acquisition of Key Tax and having a full year with Platinum Tax in 2019 offset by the Red Rock
Travel which was discontinued and closed May 31, 2019. We expect revenue to increase during 2020, as we will realize a full
year for Key Tax and our continuous effort for new acquisitions.



Cost of Goods Sold. We had costs
of sales in the amount of $2,297,081 and $1,627,698 for the years ended December 31, 2019 and 2018, respectively. The increase
in cost of sales was primarily due to the acquisition of Key Tax and having a full year with Platinum Tax in 2019 offset by the
reduction in cost of sales for Red Rock Travel which was closed May 31, 2019.



Operating Expenses. Operating
expenses consist of depreciation, impairments and general and administrative expenses. We had operating expenses of
$3,560,051 and $4,953,408 for the years ended December 31, 2019 and 2018, respectively. The decrease is
primarily due to an impairment of assets of $300,000 and an impairment of goodwill of $1,459,725 in 2018 compared to zero
impairments in 2019. We had a loss due to impairment of goodwill of $932,529 and loss on disposal of assets of $38,584 from
our Romeo’s Pizza stores and the impairment of goodwill relates to our traveling services subsidiary which closed in
May 2019. Salaries and wages expense increased to $2,076,771 from $1,351,678 due primarily to the high level of use of
employees to run the tax resolution services company, Platinum Tax operated for a full year in 2019, Key Tax was acquired in
May 2019 offset by the reduction in salaries and wages for Red Rock Travel which was closed May 2019. Additionally, no equity
instruments were issued as compensation as 2019 compared to the issuance of 250,000,002 shares of (pre-split) preferred stock
and 3,886,9330 shares of (pre-split) common stock, resulting in non-cash stock-based compensation of $287,471 during the year
ended December 31, 2018. Professional fees expense increased to $416,034 from $391,136 due primarily to Platinum Tax will be
operating for a full year in 2019, Key Tax was acquired in May 2019 offset by the reduction in professional fees for Red Rock
Travel which was closed May 31, 2019.



Change in value of derivative
liability. During the years ended December 31, 2019 and 2018 the change in value of derivative liability amounted to
$(2,482,145) and $(629,176), respectively. In 2019, we issued 4 convertible promissory notes totaling $368,500, all of
which were convertible into shares of the Company’s common stock at discount to the market. As a result, we had change
in value of derivative liability amounted to $(2,482,145). We remeasured the fair value of the beneficial conversion
derivative through the date of conversion (with a change to earnings), with $2,861,433 derivative liability reclassified to
paid-in capital at conversion.



Amortization of debt discounts.
We had amortization of debt discount of $648,468 and $950,736 for years ended December 31, 2019 and 2018, respectively. Amortization
of debt discount is related to our convertible debt.



Interest Expense. During the years
end December 31, 2019 and 2018, interest expense amounted to $489,294 and 360,331, respectively. The increase in interest was
a result of new borrowings in 2019.



Net Loss.As a result of the foregoing,
we had a net loss of $6,363,632 for the December 31, 2019, which is compared to the net loss for the December 31, 2018 of $6,265,251.



Our activities have a focus on growing
revenue. We plan to continue this strategy into 2019.



To try to operate at a break-even level
based upon our current level of proposed business activity, we believe that we must generate approximately $20,000,000 in revenue
per year. Each dollar of revenue is not directly tied to increasing costs. We believe that we can become profitable without incurring
additional costs under our current operating cost structure. However, if our forecasts are inaccurate, we will need to raise additional
funds. If we need additional capital, our directors have informally agreed to loan such funds as may be necessary through December
31, 2019 for working capital purposes, although they have no obligation to do so.



On the other hand, if we decide that we
cannot operate at a profit in our current configuration, we may choose to scale back our operations to operate at break-even with
a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In such event,
we will probably not be profitable. In addition, we expect that we will need to raise additional funds if we decide to pursue
more rapid expansion, the development of new or enhanced services or products, appropriate responses to competitive pressures,
or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us
to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or
at all.









11







We expect to incur operating losses
in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately
$3,500,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of business.



Liquidity and Capital Resources



As of December 31, 2019, we had cash of
$100,777 and a working capital deficit of $10,080,840. As of December 31, 2018, we had cash of $118,307 and a working capital deficit
of $6,914,965.



Net cash used in by operating activities
was $1,048,243 for the December 31, 2019, representing a $225,857 increase in net cash used in operating activities for the year
ended December 31, 2019. The increase in the amount of net cash used in operating activities in 2019 compared to last year was
primarily attributable the recognition of deferred revenue of $222,428.



Net cash used in investing activities was
$32,448 for the December 31, 2019 compared with cash used in investing activities of $760,153, during the December 31, 2018. The
cash flows used in investing activities in 2019 was primarily related to the acquisition of Key Tax Group, offset by the reduction
of cash received from disposal of fixed assets.



Cash flows provided by financing
activities were $717,859 for the December 31, 2019, which compares to cash flows provided by financing activities of
$1,922,153 for the December 31, 2018.



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.



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 a term loan transaction. The Company entered into a Security Purchase
Agreement dated November 20, 2019 to sell preferred series R shares whereby subject to SEC approval of the
Company’s S-1 Filing the Company may offer an indeterminate number of shares of its common stock, which will
consist of up to 438,000,000 shares of common stock underlying Series R Convertible Preferred Stock to be sold by
lender.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements
with any party.



Plan of Operation



At Cardiff, we acquire or merge with middle
market companies by providing them the ability to have an infusion of equity into their business or providing them the ability
to exit out of their company. Our focus is not industry or geographic-specific, but rather proven management, market and margin
- we are opportunity oriented.



We target acquisitions of mature, high
growth, niche companies. Our target companies' proven management maintains full operational control, meaning our acquisitions
become standalone autonomous subsidiaries that gain the advantages of a public company without losing their operational independence.
For investors, our goal is to provide a diversified lower risk platform to protect and safely enhance their investment by continually
adding assets and holdings. By employing a merge or acquire and hold strategy, we expect to maximize the value and potential of
private, often family run, enterprises while providing diversification and risk mitigation for all shareholders. Our portfolio
is comprised of mature, high growth and niche companies with great management, in an identifiable market, which they have penetrated
through a significant advantage, and have acceptable margins.









12







Recent Developments



During 2018 we acquired, Red Rock Travel
Group located in Orlando, FL and Platinum Tax Defenders located in Simi Valley, California and in 2019, we acquired Key Tax located
in Jacksonville, Florida.



It was determined by the BOD to terminated the acquisition agreement and
to file with the State of Florida the cancelation of the Redrock Stock Class.



We expect our operations to be affected
to the Coronavirus Pandemic although it is too early to determine the significance of its impact.



Current Business Operations



Cardiff Lexington Corp (formerly Cardiff
International, Inc.), is currently structured as a company with holdings of various companies.



The following milestones are estimates
only. The working capital requirements and the projected milestones are approximations only and subject to adjustment based on
sales, costs and needs.



CARDIFF LEXINGTON CORP (FORMERLY CARDIFF
INTERNATIONAL, INC.)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’s missiontuition.comhelps 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.









13







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 FRANCHISE GROUP: The
Company sold Refreshment Concepts in 2018; and still operate both Repicci’s Franchise Group and FDR Enterprises; Repicci’s
Franchise Group offers franchisees for the operation of “Repicci’s Italian Ice” franchises. FDR is a Company
owned franchisee. Repicci’s specialize in the distribution of nonfat frozen confections.



The number of franchise agreements in
force as of December 31, 2019 are 48, five of which are “mobile” unites.



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.
| | -- | -------------------------------------------------



The Company has developed a new “Mobile
Franchise Opportunity”. The total investment for the new opportunity ranges from $155,600 to $165,000, as follows:



$125,000 for a new Mercedes Sprinter
Van, customized for the franchisee $25,000 for the franchise fee, the balance for product.





PLATINUM TAX DEFENDERS:Platinum
tax was acquired in July 2018 and is a tax resolution company.



KEY TAX GROUP:Key Tax was acquired
in May 2019 and is a tax resolution company.



Critical Accounting Estimates



The discussion and analysis of our financial
condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States (“GAAP”). GAAP requires management to make estimates, judgments
and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent
assets and liabilities. We base our estimates on experience and on various other assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that may not be readily apparent from other sources. On an on-going basis, we evaluate the appropriateness of our estimates and
we maintain a thorough process to review the application of our accounting policies. Our actual results may differ from these
estimates.



We consider our critical accounting estimates
to be those that (1) involve significant judgments and uncertainties, (2) require estimates that are more difficult for management
to determine, and (3) may produce materially different results when using different assumptions. We have discussed these critical
accounting estimates, the basis for their underlying assumptions and estimates and the nature of our related disclosures herein
with the audit committee of our Board of Directors. We believe our accounting policies specific to share-based compensation expense
and estimation of the fair value of derivative liability involve our most significant judgments and estimates that are material
to our consolidated financial statements. They are discussed further below.



Derivative Liability



The Company evaluates its financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For
derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at
its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of
operations. For stock-based derivative financial instruments, the Company historically used the probability weighted average
Lattice Binomial models to value the derivative instruments at inception and on subsequent valuation dates through the
December 31, 2018 reporting date. Subsequently, the Company changed its estimate methodology to use the Black-Scholes Model
in 2019. The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified as current liabilities
as of December 31, 2019 and December 31, 2018.









14







Share-based compensation expense



The Company accounts for its stock-based
compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement
principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant
to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably measurable.



The measurement date used to determine
the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on
which it is probable that performance will occur.



If the Company is a newly formed corporation
or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement
memorandum (based on sales to third parties), or weekly or monthly price observations would generally be more appropriate than
the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked
quotes and lack of consistent trading in the market.



The fair value of share options and similar
instruments is estimated on the date of grant using a lattice-binomial option pricing valuation model. The ranges of assumptions
for inputs are as follows:



| | · | Expected term of share options and similar instruments: The
    expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be
    outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of
    share options and similar instruments represents the period of time the options and similar instruments are expected to be
    outstanding taking into consideration of the contractual term of the instruments and employees expected exercise and post
    vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph
    718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual
    term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to
    estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company
    significantly changes the terms of its share option grants or the types of employees that receive share option grants such
    that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii)
    A company has or expects to have significant structural changes in its business such that its historical exercise data may
    no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate
    expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to
    provide a reasonable basis upon which to estimate expected term.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Expected volatility of the entity’s shares and the method
    used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f) (2)(ii) a thinly traded or nonpublic entity that uses the calculated
    value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its
    share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index,
    and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the
    comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.
    If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate
    than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially
    inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | · | Risk-free rate(s). An entity that uses a method that employs
    different risk-free rates shall disclose the range of risk free rates used. The risk-free interest rate is based on the U.S.
    Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar
    instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    











15







Generally, all forms of share-based payments,
including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value
on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.



The expense resulting from share-based
payments is recorded in general and administrative expense in the statements of operations.



Stock Based Compensation – Nonemployees



Equity Instruments Issued to Parties
Other Than Employees for Acquiring Goods or Services



The Company accounts for equity instruments
issued to parties other than employees for acquiring goods or services under guidance of Subtopic 505-50 of the FASB Accounting
Standards Codification (“Subtopic 505-50”).



Pursuant to ASC Section 505-50-30, all
transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably
measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on
which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed
corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent
private placement memorandum, or weekly or monthly price observations would generally be more appropriate than the use of daily
price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack
of consistent trading in the market.



The fair value of share options and similar
instruments is estimated on the date of grant using a Black-Scholes option pricing valuation model. The ranges of assumptions
for inputs are as follows:



| | · | Expected term of share options and similar instruments: Pursuant
    to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar
    instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration
    of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated
    value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the
    Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options
    and similar instruments is used as the expected term of share options and similar instruments as the Company does not have
    sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Expected volatility of the entity’s shares and the method
    used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f) (2)(ii) a thinly traded or nonpublic entity that uses the calculated
    value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its
    share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index,
    and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the
    comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.
    If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate
    than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially
    inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Expected annual rate of quarterly dividends. An entity that
    uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends
    used and the weighted average expected dividends. The expected dividend yield is based on the Company’s current dividend
    yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar
    instruments.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Risk-free rate(s). An entity that uses a method that employs
    different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S.
    Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar
    instruments.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











16







Pursuant to ASC paragraph 505-50-257,
if fully vested, no forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for
goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the
elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached.
A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into), whether
the corresponding cost is an immediate expense or a prepaid asset.



Pursuant to ASC paragraph 505-50-30-S99-1,
if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity
instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are
not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should
be recorded.



Inflation



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



Seasonality.



We do not expect our revenues to be impacted
by seasonal demands for our services. However, Repicci’s is a seasonal business who has shown growth each year in total
revenue.



ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.



We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.



ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.



See next page. Remainder of this page
intentionally left blank.

















17







INDEX TO FINANCIAL
STATEMENTS



|                                                         |  | Page
|-------------------------------------------------------- |  | ----
|Reports of Independent Registered Public Accounting Firm |  | 19  
|                                                         |  |     
|Consolidated Balance Sheets                              |  | 20  
|                                                         |  |     
|Consolidated Statements of Operations                    |  | 21  
|                                                         |  |     
|Consolidated Statements of Shareholders’ Equity          |  | 23  
|                                                         |  |     
|Consolidated Statements of Cash Flows                    |  | 26  
|                                                         |  |     
|Notes to Consolidated Financial Statements               |  | 28  





















18







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







To the Board of Directors and
Stockholders of Cardiff Lexington Corporation



Opinion on the Financial Statements



We have audited the accompanying consolidated
balance sheets of Cardiff Lexington Corporation (the Company) at December 31, 2019 and 2018, and the related statements of operations,
deficiency in shareholder’s equity, and cash flows for each of the years in the two-year period ended December 31, 2019,
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its
operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting
principles generally accepted in the United States of America.



Going Concern Uncertainty



The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated
financial statements, the Company has sustained net losses and has accumulated and working capital deficits, which raise substantial
doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note
1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our opinion is not modified with respect to this matter.



Basis for Opinion



These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.



/s/ Daszkal Bolton LLP

Daszkal Bolton LLP



April 14, 2020

Fort Lauderdale, Florida



We have served as the Company’s auditor since 2018.











19









CARDIFF LEXINGTON CORP.
AND SUBSIDIARIES

CONSOLIDATED
BALANCE SHEETS

AS OF DECEMBER 31, 2019
AND 2018



|                                                                                                                 |  | December 31, |           
|---------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------
|                                                                                                                 |  | 2019         |           
|ASSETS                                                                                                           |  |              |           
|Current assets                                                                                                   |  |              |           
|Cash                                                                                                             |  | $            | 100,777   
|Accounts receivable-net                                                                                          |  |              | 118,125   
|Inventory                                                                                                        |  |              | 3,079     
|Prepaid
    and other                                                                                            |  |              | 10,234    
|Total current assets                                                                                             |  |              | 232,215   
|                                                                                                                 |  |              |           
|Property
    and equipment, net of accumulated depreciation of $566,858 and $921,904, respectively               |  |              | 273,399   
|Land                                                                                                             |  |              | 603,000   
|Intangible assets, net                                                                                           |  |              | 253,550   
|Goodwill                                                                                                         |  |              | 3,499,963 
|Deposits                                                                                                         |  |              | 19,600    
|Right of use - assets                                                                                            |  |              | 382,129   
|Due from related party                                                                                           |  |              | 23,338    
|Other
    assets                                                                                                 |  |              | 10,000    
|Total
    assets                                                                                                 |  | $            | 5,297,194 
|                                                                                                                 |  |              |           
|LIABILITIES AND DEFICIENCY IN SHAREHOLDERS'
    EQUITY                                                           |  |              |           
|                                                                                                                 |  |              |           
|Current liabilities                                                                                              |  |              |           
|Accounts payable and accrued
    expense                                                                         |  | $            | 878,380   
|Accrued expenses - related
    parties                                                                           |  |              | 1,522,000 
|Accrued interest                                                                                                 |  |              | 589,007   
|Right of use - liability                                                                                         |  |              | 388,933   
|Due to director & officer                                                                                        |  |              | 136,349   
|Deferred revenue                                                                                                 |  |              | 297,113   
|Line of credit                                                                                                   |  |              | 91,099    
|Common stock to be issued                                                                                        |  |              | 500       
|Notes payable                                                                                                    |  |              | 284,891   
|Notes payable - related party                                                                                    |  |              | 84,746    
|Convertible notes payable,
    net of debt discounts of $140,619 and $201,024, respectively                      |  |              | 595,257   
|Convertible notes payable
    - related party                                                                    |  |              | –         
|Net, liabilities of discontinued
    operations                                                                  |  |              | 2,342,388 
|Derivative
    Liability                                                                                         |  |              | 3,102,392 
|Total current liabilities                                                                                        |  |              | 10,313,055
|                                                                                                                 |  |              |           
|Other Liabilities                                                                                                |  |              |           
|Notes payable                                                                                                    |  |              | 410,000   
|Convertible
    notes payable, net of current portion and net of debt discounts of $687,849 and $0, respectively |  |              | 484,568   
|                                                                                                                 |  |              |           
|Total
    liabilities                                                                                            |  | $            | 11,207,623



The accompanying notes are an integral part
of these consolidated financial statements









20







CARDIFF LEXINGTON CORP.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2019
AND 2018





|Deficiency in shareholders' equity                                                                                                                                                           |  |   |             |   |  |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------- | - |  | -
|Preferred stock                                                                                                                                                                              |  |   |             |   |  |  
|Preferred Stock Series B- 10,000,000 shares authorized, no par, stated value $4.00, 1,733,254 shares issued and outstanding at December 31, 2019 and 2018                                    |  |   | 6,933,015   |   |  |  
|Preferred Stock Series D- 1,000,000 shares authorized, no par, stated value $4.00, 250,000 shares issued and outstanding at December 31, 2019 and 2018                                       |  |   | 1,000,000   |   |  |  
|Preferred Stock Series E- 2,000,000 shares authorized, no par, stated value $4.00, 150,749 shares issued and outstanding at December 31, 2019 and 2018                                       |  |   | 602,998     |   |  |  
|Preferred Stock Series F- 500,000 shares authorized, no par, stated value $4.00, 175,043 shares issued and outstanding at December 31, 2019 and 2018                                         |  |   | 700,173     |   |  |  
|Preferred Stock Series F-1- 500,000 shares authorized, no par, stated value $4.00, 35,745 shares issued and outstanding at December 31, 2019 and 2018                                        |  |   | 142,983     |   |  |  
|Preferred Stock Series G- 2,000,000 shares authorized, no par, stated value $4.00, 325,245 and -0- shares issued and outstanding at December 31, 2019 and 2018, respectively                 |  |   | 1,300,976   |   |  |  
|Preferred Stock Series I- 20,000,000 shares authorized, par value of $.001, 195,000,000 shares issued and outstanding at December 31, 2019, 250,000,000 shares issuable at December 31, 2018 |  |   | 195,000     |   |  |  
|Preferred Stock Series K- 10,937,500 shares authorized, par value of $.001, 8,200,562  shares issued and outstanding at December 31, 2019 and 2018, respectively                             |  |   | 8,200       |   |  |  
|Preferred Stock Series K1- 35,000,000 shares authorized, par value of $.001, 1,447,157 shares issued and outstanding at December 31, 2019 and 2018, respectively                             |  |   | 1,447       |   |  |  
|Preferred Stock Series L- 100,000,000 shares authorized, no par, stated value $4.00, 319,492 shares issued and outstanding at December 31, 2019 and 2018                                     |  |   | 1,277,968   |   |  |  
|                                                                                                                                                                                             |  |   |             |   |  |  
|Preferred Stock Series R-100,000,000 shares authorized, stated value of $1,200, 165 and 0 shares issued and outstanding at December 31, 2019 and 2018                                        |  |   | 198,000     |   |  |  
|Common stock; 7,500,000,000 shares authorized with $0.001 par value; 677,419,812 and 602,826 shares issued and outstanding at December 31, 2019 and 2018, respectively                       |  |   | 677,420     |   |  |  
|Additional paid-in capital                                                                                                                                                                   |  |   | 42,793,627  |   |  |  
|Accumulated deficit                                                                                                                                                                          |  |   | (61,742,235 | ) |  |  
|Total deficiency in shareholders' equity                                                                                                                                                     |  |   | (5,910,430  | ) |  |  
|Total liabilities and deficiency in shareholders' equity                                                                                                                                     |  | $ | 5,297,193   |   |  | $





The accompanying
notes are an integral part of these consolidated financial statements









21









CARDIFF LEXINGTON CORP.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER
31, 2019 AND DECEMBER 31, 2018





|                                                                 |  | DECEMBER 31, |            
|---------------------------------------------------------------- |  | ------------ | -----------
|                                                                 |  | 2019         |            
|REVENUE                                                          |  |              |            
|Rental income                                                    |  | $            | 176,882    
|Food and beverage                                                |  |              | 624,982    
|Italian ice and franchise
    fees                               |  |              | 207,757    
|Tax Services                                                     |  |              | 3,530,478  
|Other                                                            |  |              | 1,043      
|Total revenue                                                    |  |              | 4,541,142  
|                                                                 |  |              |            
|COST OF SALES                                                    |  |              |            
|Rental business                                                  |  |              | 174,433    
|Food and beverage                                                |  |              | 454,691    
|Italian ice                                                      |  |              | 176,904    
|Tax Services                                                     |  |              | 1,491,053  
|Other                                                            |  |              | –          
|Total cost of sales                                              |  |              | 2,297,081  
|                                                                 |  |              |            
|GROSS
    MARGIN                                                 |  |              | 2,244,061  
|                                                                 |  |              |            
|OPERATING EXPENSES                                               |  |              |            
|Depreciation expense                                             |  |              | 7,318      
|Impairment of asset                                              |  |              | –          
|Goodwill impairment                                              |  |              | –          
|Selling,
    general and administrative                          |  |              | 3,552,733  
|Total operating expenses                                         |  |              | 3,560,051  
|                                                                 |  |              |            
|LOSS FROM
    OPERATIONS                                         |  |              | (1,315,990 
|                                                                 |  |              |            
|OTHER INCOME (EXPENSE)                                           |  |              |            
|Other expense                                                    |  |              | –          
|Change in value of derivative
    liability                      |  |              | (2,482,145 
|Interest expense                                                 |  |              | (489,294   
|Conversion cost penalty                                          |  |              | (813,220   
|Amortization
    of debt discounts                               |  |              | (972,047   
|Total other income (expenses)                                    |  |              | (4,756,706 
|                                                                 |  |              |            
|NET LOSS BEFORE DISCONTINUED
    OPERATIONS                      |  |              | (6,072,696 
|                                                                 |  |              |            
|LOSS FROM
    DISCONTINUED OPERATIONS                            |  |              | (290,936   
|                                                                 |  |              |            
|NET
    LOSS FOR THE PERIOD                                      |  | $            | (6,363,632 
|                                                                 |  |              |            
|LOSS
    PER COMMON SHARE -BASIC AND DILUTED FOR                 |  | $            | (0.03      
|                                                                 |  |              |            
|LOSS
    PER COMMON SHARE -BASIC AND DILUTED FOR                 |  | $            | (0.03      
|                                                                 |  |              |            
|WEIGHTED AVERAGE NUMBER
    OF COMMON SHARES - BASIC AND DILUTED |  |              | 235,178,756



The accompanying notes are an integral part
of these consolidated financial statements









22







CARDIFF LEXINGTON
CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS'
(DEFICIENCY)

FOR THE YEARS ENDED DECEMBER 31, 2019 AND
2018







|                                                                       | Preferred Stock Series A, I, K, K-1 |             | Preferred Stock Series B, D, E, F, F-1, G, H, L |   | Preferred Shares to be Issued |   | Preferred Stock, Series C and R |           | Common Stock |  | Additional Paid-in |   | Accumulated |   |        | 
|---------------------------------------------------------------------- | ----------------------------------- | ----------- | ----------------------------------------------- | - | ----------------------------- | - | ------------------------------- | --------- | ------------ |  | ------------------ | - | ----------- | - | ------ | 
|                                                                       | Shares                              |             | Amount                                          |   | Shares                        |   | Amount                          |           | Shares       |  | Amount             |   | Shares      |   | Amount | 
|Balance December 31, 2017                                              |                                     | 1           |                                                 | $ | –                             |   |                                 | 2,580,296 |              |  | 10,321,193         |   |             | – |        | 
|Conversion of Series B Preferred Stock                                 |                                     | –           |                                                 |   | –                             |   |                                 | (15,624   | )            |  | (62,498            | ) |             | – |        | 
|Conversion of Series H  Preferred Stock                                |                                     | –           |                                                 |   | –                             |   |                                 | (219,881  | )            |  | (879,526           | ) |             | – |        | 
|Issuance of C Series Preferred Stock for services                      |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Issuance of K Series Preferred Stock for acquisition                   |                                     | 8,200,562   |                                                 |   | 8,201                         |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Issuance of K-1 Series Preferred Stock for acquisition                 |                                     | 1,447,157   |                                                 |   | 1,447                         |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Issuance of L Series Preferred Stock for acquisition                   |                                     | –           |                                                 |   | –                             |   |                                 | 319,492   |              |  | 1,277,968          |   |             | – |        | 
|Common stock issued for services                                       |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Cancelation of previously issued                                       |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Conversion of convertible notes payable                                |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Reclassified to Derivative liabilities from Additional Paid in Capital |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Common shares issued for accrued expenses                              |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Correction of previous issuance of common shares for accrued expense   |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Reclass settlements                                                    |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Preferred I shares to be issued                                        |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Net loss                                                               |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Balance December 31, 2018                                              |                                     | 9,647,720   |                                                 |   | 9,648                         |   |                                 | 2,664,283 |              |  | 10,657,137         |   |             | – |        | 
|Issuance to balance reverse split partial rounding shares              |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Issuance of I Series preferred stock as compensation                   |                                     | 250,000,000 |                                                 |   | 250,000                       |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Issuance of stock for acquisition                                      |                                     | –           |                                                 |   | –                             |   |                                 | 325,245   |              |  | 1,300,976          |   |             | – |        | 
|Conversion of  I Series preferred stock to Common Stock                |                                     | (55,000,000 | )                                               |   | (55,000                       | ) |                                 | –         |              |  | –                  |   |             | – |        | 
|Issuance of R Series preferred stock                                   |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Conversion of convertible notes payable                                |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Reclassify Derivative liabilities to Additional Paid in Capital        |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Net loss                                                               |                                     | –           |                                                 |   | –                             |   |                                 | –         |              |  | –                  |   |             | – |        | 
|Balance, December 31,  2019                                            |                                     | 204,647,720 |                                                 |   | 204,648                       |   |                                 | 2,989,528 |              |  | 11,958,113         |   |             | – |        | 



The accompanying notes are an integral part of these consolidated financial statements





23









CARDIFF LEXINGTON CORP.
AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER
31, 2019 AND DECEMBER 31, 2018





|                                                                                                       |  | 2019 |            |   | 2018 |  
|------------------------------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | -
|                                                                                                       |  |      |            |   |      |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                   |  |      |            |   |      |  
|Net (Loss) from continuing operations                                                                  |  | $    | (6,363,632 | ) |      | $
|Adjustments to reconcile net income
    (loss) to net cash (used in) provided by operating activities: |  |      |            |   |      |  
|Depreciation                                                                                           |  |      | 67,702     |   |      |  
|Loss (gain) from disposal of fixed assets                                                              |  |      | –          |   |      |  
|Loss (gain) from impairment of goodwill                                                                |  |      | –          |   |      |  
|Bad debt expense                                                                                       |  |      | (16,338    | ) |      |  
|Amortization of loan discount                                                                          |  |      | 972,047    |   |      |  
|Change in value of derivative liability                                                                |  |      | 2,482,145  |   |      |  
|Stock based compensation                                                                               |  |      | –          |   |      |  
|Warrants expense                                                                                       |  |      | –          |   |      |  
|Convertible note issued for conversion cost reimbursement                                              |  |      | –          |   |      |  
|Conversion cost penalty                                                                                |  |      | 813,220    |   |      |  
|Conversion cost reimbursement                                                                          |  |      | –          |   |      |  
|Other Income                                                                                           |  |      | –          |   |      |  
|Convertible note issued for services rendered                                                          |  |      | –          |   |      |  
|(Increase) decrease in:                                                                                |  |      |            |   |      |  
|Accounts receivable                                                                                    |  |      | 53,324     |   |      |  
|Inventory                                                                                              |  |      | –          |   |      |  
|Deposits                                                                                               |  |      | 11,804     |   |      |  
|Right of use - assets                                                                                  |  |      | –          |   |      |  
|Prepaids and other                                                                                     |  |      | 64,454     |   |      |  
|Other assets                                                                                           |  |      | 7,274      |   |      |  
|Goodwill                                                                                               |  |      | –          |   |      |  
|Intangible assets                                                                                      |  |      | (3,550     | ) |      |  
|Increase(decrease) in:                                                                                 |  |      |            |   |      |  
|Accounts payable & Accrued expense                                                                     |  |      | 303,576    |   |      |  
|Accrued officers compensation                                                                          |  |      | 775,000    |   |      |  
|Accrued interest                                                                                       |  |      | 169,455    |   |      |  
|Right of use - liabilities                                                                             |  |      | –          |   |      |  
|Due to officers and shareholders                                                                       |  |      | –          |   |      |  
|Taxes Payable                                                                                          |  |      | –          |   |      |  
|Derivative liability                                                                                   |  |      | –          |   |      |  
|Accrued payroll taxes                                                                                  |  |      | –          |   |      |  
|Deferred revenue                                                                                       |  |      | 222,428    |   |      |  
|Net cash provided by (used in) operating activities                                                    |  |      | (1,048,243 | ) |      |  
|                                                                                                       |  |      |            |   |      |  
|Net cash from Discontinued Operations - Operating                                                      |  |      | 280,406    |   |      |  



The accompanying notes are an integral part
of these consolidated financial statements









24







CARDIFF LEXINGTON CORP.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS
OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER
31, 2019 AND DECEMBER 31, 2018







|INVESTING ACTIVITIES                                                 |  |   |           |   |  |   |           |  
|-------------------------------------------------------------------- |  | - | --------- | - |  | - | --------- | -
|Purchase of equipment                                                |  |   | 3,178     |   |  |   | (852,000  | )
|Disposal of equipment                                                |  |   | 29,275    |   |  |   | –         |  
|Disposal of fixed assets                                             |  |   | –         |   |  |   | 91,847    |  
|Net cash provided by (used in) investing activities                  |  |   | 32,448    |   |  |   | (760,153  | )
|                                                                     |  |   |           |   |  |   |           |  
|Net cash from Discontinued Operations - Investing                    |  |   | –         |   |  |   | –         |  
|                                                                     |  |   |           |   |  |   |           |  
|FINANCING ACTIVITIES                                                 |  |   |           |   |  |   |           |  
|Proceeds from shareholder                                            |  |   | 32,000    |   |  |   | 111,996   |  
|Repayments to shareholder                                            |  |   | (56,805   | ) |  |   | –         |  
|Proceeds from convertible notes payable                              |  |   | 613,526   |   |  |   | 1,652,603 |  
|Proceeds from notes payable - related party                          |  |   | 21,199    |   |  |   | 58,653    |  
|Proceeds from notes payable                                          |  |   | 419,778   |   |  |   | –         |  
|Reclass to reflect proper balance                                    |  |   | –         |   |  |   | –         |  
|Reclass to discontinued operations                                   |  |   | –         |   |  |   | –         |  
|Addition of notes payable that should have been                      |  |   | –         |   |  |   | –         |  
|Proceeds from line of credit                                         |  |   | 149,247   |   |  |   | –         |  
|Repayment of line of credit                                          |  |   | (60,147   | ) |  |   | (13,499   | )
|Repayments to convertible notes payable                              |  |   | (358,437  | ) |  |   | –         |  
|Repayments to notes payable - related party                          |  |   | (150,134  | ) |  |   | –         |  
|Repayments to notes payable - 3rd party                              |  |   | (7,368    | ) |  |   | –         |  
|Conversion of convertible debt into common stock                     |  |   | –         |   |  |   | –         |  
|Conversion of preferred stock into common stock                      |  |   | –         |   |  |   | –         |  
|Issuance of common stock and preferred stock for Key Acq             |  |   | –         |   |  |   | –         |  
|Issuance of preferred stock to D&A for bonus                         |  |   | –         |   |  |   | –         |  
|Issuance of preferred i stock                                        |  |   | 115,000   |   |  |   | –         |  
|Discounts on convertible notes                                       |  |   | –         |   |  |   | –         |  
|Reclassification of APIC from change in Derivative Liability         |  |   | –         |   |  |   | –         |  
|                                                                     |  |   |           |   |  |   |           |  
|Net cash provided by (used in) financing activities                  |  |   | 717,859   |   |  |   | 1,809,753 |  
|                                                                     |  |   |           |   |  |   |           |  
|Net cash from Discontinued Operations - Financing                    |  |   | –         |   |  |   | 112,400   |  
|                                                                     |  |   |           |   |  |   |           |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 |  |   | (17,530   | ) |  |   | (49,216   | )
|                                                                     |  |   |           |   |  |   |           |  
|CASH AND CASH EQUIVALENTS, BEGINNING
    OF PERIOD                   |  |   | 158,676   |   |  |   | 207,892   |  
|                                                                     |  |   |           |   |  |   |           |  
|CASH AND CASH EQUIVALENTS, END OF
    PERIOD                         |  | $ | 100,776   |   |  | $ | 158,676   |  
|                                                                     |  |   |           |   |  |   |           |  
|SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION                    |  |   |           |   |  |   |           |  
|Cash paid during the period for:                                     |  |   |           |   |  |   |           |  
|Interest                                                             |  | $ | 226,748   |   |  | $ | 184,240   |  
|                                                                     |  |   |           |   |  |   |           |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                         |  |   |           |   |  |   |           |  
|Common stock issued upon conversion
    of notes payable             |  | $ | 593,817   |   |  | $ | 997,303   |  
|Common stock issued for settlement
    of accrued expense            |  |   | –         |   |  | $ | 160,000   |  
|Series G Preferred Stock issued for
    acquisition of Key Tax Group |  | $ | 1,300,000 |   |  | $ | –         |  
|Series I preferred stock issued for
    compensation                 |  |   | –         |   |  | $ | 200,000   |  
|Conversion of preferred stock to
    common stock                    |  | $ | 55,000    |   |  | $ | 5,097     |  
|Derivative liability settled upon
    conversion                     |  | $ | 2,856,994 |   |  | $ | 1,770,997 |  



The accompanying notes are an integral part
of these consolidated financial statements









25







NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS



|1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------



Organization and Nature of Operations



Legacy Card Company (“Legacy”)
was formed as a Limited Liability Company on August 29, 2001. On April 18, 2005, Legacy converted from a California Limited Liability
Company to a Nevada Corporation. On November 10, 2005, Legacy merged with Cardiff Lexington Corp. (“Cardiff”, the
“Company”), a publicly held corporation.



In the first quarter of 2013, it was decided
to restructure Cardiff into a holding company that adopted a new business model known as "Collaborative Governance,"
a form of governance enabling businesses to take advantage of the power of a public company. Cardiff began targeting the acquisition
of, niche companies with high growth potential. The reason for this strategy was to protect the Company’s shareholders by
acquiring businesses with little to no debt, seeking support with both financing and management that had the ability to offer
a return to investors.



Description of Business



To date, Cardiff consists of the following wholly-owned subsidiaries:



We Three, LLC dba Affordable Housing Initiative (“AHI”),
acquired May 15, 2014

Romeo’s Alpharetta, LLC dba Romeo’s NY
Pizza (“Romeo’s Pizza”), acquired June 30, 2014

Edge View Properties, Inc., (“Edge View”)
acquired July 16, 2014

Repicci’s Franchise Group, LLC (“Repicci’s
Group”), acquired August 10, 2016

Platinum Tax Defenders, LLC (“Platinum Tax”),
acquired July 31, 2018

JM Enterprises 1, Inc. dba Key Tax Group (“Key
Tax”), acquired May 2019

Red Rock Travel Group, LLC (“Red Rock”),
acquired July 31, 2018, discontinued May 31, 2019



Principles of Consolidation



The consolidated financial statements
include the accounts of Cardiff, and its wholly-owned subsidiaries: We Three, LLC; Romeo’s NY Pizza; Edge View Properties,
Inc.; Repicci’s Franchise Group, LLC, Platinum Tax Defenders LLC and Key Tax Group. All significant intercompany accounts
and transactions are eliminated in consolidation. Certain prior period amounts may have been reclassified for consistency with
the current period presentation. These reclassifications would have no material effect on the reported financial results.



Use of Estimates



The preparation of financial statements
in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.
Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ
from those estimates.



Change in Capital Structure



In January 2020, the Company announced
a reverse split of several of its Preferred Stock Classes which has been given retrospective treatment in the consolidated financial
statements.



In the first quarter of 2019, the Company
executed a reverse stock split of 1500:1 effective March 21, 2019.









26







Revenue Recognition



On January 1, 2018, we adopted ASC 606,
Revenue from contracts with customers (“Topic 606”) using the modified retrospective method applied to those contracts
which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under
Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting
under Topic 605.



There was no impact to the opening balance
of accumulated deficit or revenues for the year ended December 31, 2018, as a result of applying Topic 606.



The Company applies a five-step approach
in determining the amount and timing of revenue to be recognized:



| | (1) | identifying the contract with
                                         a customer,
| | --- | ----------------------------------------------------------------------------------



| | (2) | identifying the performance obligations
                                         in the contract,
| | --- | -------------------------------------------------------------------------------------------------



| | (3) | determining the transaction price,
| | --- | ----------------------------------



| | (4) | allocating the transaction price
                                         to the performance obligations in the contract and
| | --- | ----------------------------------------------------------------------------------------------------------------------------



| | (5) | recognizing revenue when the
                                         performance obligation is satisfied.
| | --- | ----------------------------------------------------------------------------------------------------------





Substantially all of the Company’s
revenue is recognized at the time control of the products transfers to the customer.



The Company generates revenue from our
subsidiaries primarily on a cash basis for sale of food items and monthly rentals of mobile homes. As allowed by a practical expedient
in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice. The term between invoicing
and when payment is due is not significant.



Our subsidiary Repicci, generates some
revenues through franchise fees. Revenues from franchise fees are recognized in accordance with guidance Topic 606, as the fees
are earned. One-third of the revenues are recognized within 60 days and the balance are recognized over the life of the franchise
agreement, which can be up to 15 years.



Our tax services subsidiaries receive
payments in advance of service and are recorded as deferred revenue. Revenues are as services are provided.



Rental Income



The Company’s rent revenue is derived
from the mobile home leases. The expired leases are considered month-to-month leases. In accordance with section 605- 10-S99-1
of the FASB Accounting Standards Codification for revenue recognition, the cost of property held for leasing by major classes
of property according to nature or function, and the amount of accumulated depreciation in total, is presented in the accompanying
consolidated balance sheets as of December 31, 2019 and 2018. There are no contingent rentals included in income in the accompanying
statements of operations. With the exception of the month-to-month leases, revenue was recognized on a straight-line basis and
amortized into income on a monthly basis, over the lease term.



Restaurant Sales



Revenue from restaurant sales were recognized
when food and beverage products are sold. The Company reports revenue net of sales taxes collected from customers and remitted
to governmental taxing authorities.



On January 1, 2018, we adopted Topic 606
using the modified retrospective method which did not have a material impact to the opening balance of accumulated deficit. Results
for reporting periods beginning after January 1, 2018 are presented under Topic 606.









27







The Company applies a five-step approach
in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying
the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the
performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially
all of the Company’s revenue is recognized at the time control of the products transfers to the customer.



The Company generates revenue from our
subsidiaries primarily on a cash basis for sale of food items and monthly rentals of mobile homes. As allowed by a practical expedient
in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice. The term between invoicing
and when payment is due is not significant.



Our subsidiary Repicci’s, generates
revenues through franchise fees. Revenues from franchise fees are recognized in accordance with guidance Topic 606, as the reference
objections are satisfied. The perinate franchise fees associated with the right to intellectual property is earned over the life
of the franchise agreement, which can be up to 15 years.



Cash and Cash Equivalents



The Company considers all highly liquid
investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.



Accounts Receivable



Accounts receivable is reported on the
balance sheet at gross amounts due to the Company. Management closely monitors outstanding accounts receivable and charges off
to expense any balances that are determined to be uncollectible. As of December 31, 2019 and 2018, the Company had accounts receivable
of $118,125 and $64,345, respectively. Accounts receivables are primarily generated from our subsidiaries in their normal course
of business.



Inventory



Inventory consists of finished goods purchased,
which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out (FIFO) method. The
Company periodically reviews historical sales activity to determine potentially obsolete items and also evaluates the impact of
any anticipated changes in future demand.



Property, Equipment and Leasehold Improvements



Property, equipment and leasehold improvements
are carried at cost. Expenditures for renewals and betterments that extend the useful lives of property, equipment or leasehold
improvements are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated
using the straight-line method for financial reporting purposes based on the following estimated useful lives:



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



Goodwill and Other Intangible Assets



Goodwill and indefinite-lived brands are
not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment
testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation
for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal
projections of expected future cash flows and operating plans. The Company believe such assumptions are also comparable to those
that would be used by other marketplace participants. During years-ended December 31, 2019 and 2018, the company had Goodwill
impairment of $0 and $1,459,725, respectively, related to its acquisition of Red Rock Travel, LLC. The Company based this decision on impairment testing off
the underlying assets, expected cash flows, decreased asset value and other factors.









28







Valuation of long-lived assets



In accordance with the provisions of Accounting
Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all
long-lived assets such as plant and equipment and construction in progress held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows
expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amounts of the assets exceed the fair value of the assets.



Valuation of Derivative Instruments



Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 815-10, Derivatives and Hedging (“ASC 815-10”), requires
that embedded derivative instruments be bifurcated and assessed, along with freestanding derivative instruments such as convertible
promissory notes, on their issuance date to determine whether they would be considered a derivative liability and measured at
their fair value for accounting purposes. The Company evaluates all of it financial instruments, including stock purchase warrants,
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial
instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then
revalued at each reporting date, with changes in the fair value reported as charges or credits to income.



For option based simple derivative financial
instruments, the Company uses the Lattice Binomial option pricing model to value the derivative instruments at inception and subsequent
valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is reassessed at the end of each reporting period.



Beneficial Conversion Feature



For conventional convertible debt where
the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”)
discount against the face amount of the respective debt instrument (offset to additional paid in capital).



When the Company records a BCF which
is not a conventional convertible, the  fair value of the BCF is recorded as a derivative liability with an offset against the
face amount of the respective debt instrument which is and amortized to interest expense over the term  of the debt.



Fair Value Measurements



Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. Assets and liabilities recorded at fair value in the Consolidated Balance Sheets are categorized based upon
the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between
(1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2)
an entity’s own assumptions about market participant assumptions developed based on the best information available in the
circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are described below:



Level Input Definition



|Level 1 | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets
    at the measurement date.
|------- | -----------------------------------------------------------------------------------------------------------------------



|Level 2 | Inputs, other than quoted prices included in Level 1, which are observable for the asset
    or liability through corroboration with market data at the measurement date.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Level 3 | Unobservable inputs that reflect management's best estimate of what market participants
    would use in pricing the asset or liability at the measurement date.
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------









29







The following table presents certain investments
and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s Consolidated
Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2019 and 2018.



|                                                           |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total     | 
|---------------------------------------------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | --------- | 
|Fair Value of BCF Derivative Liability – December 31, 2019 |  | $       | – |  |         | $ | – |         |  | $ | 3,102,392 | 



|                                                           |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total     | 
|---------------------------------------------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | --------- | 
|Fair Value of BCF Derivative Liability – December 31, 2018 |  | $       | – |  |         | $ | – |         |  | $ | 1,870,625 | 



Stock-Based Compensation



The Company accounts for its stock based
compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement
principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant
to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably measurable.



The measurement date used to determine
the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on
which it is probable that performance will occur.



Generally, all forms of share-based payments,
including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value
on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.



The expense resulting from share-based
payments is recorded in general and administrative expense in the consolidated statements of operations.



Equity Instruments Issued to Parties Other Than Employees
for Acquiring Goods or Services



The Company early adopted ASU No 2018-07
for equity instruments issued to parties other than employees.



Income Taxes



Income taxes are determined in accordance
with ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted
income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.



ASC 740 prescribes a comprehensive model
for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken
or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements
when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must
initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.



For the years ended December 31, 2019
and 2018 the Company did not have any interest and penalties associated with tax positions. As of December 31, 2019 and 2018,
the Company did not have any significant unrecognized uncertain tax positions.









30







Earnings (Loss) per Share



FASB ASC Subtopic 260, Earnings Per
Share (“ASC 260”), provides for the calculation of "Basic" and "Diluted" earnings per share.
Basic earnings per common share is computed by dividing income available to common shareholders by the weighted-average number
of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available
to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include
the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been
issued. Potentially dilutive securities include outstanding stock options, warrants, and debts convertible into common shares.
The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the
treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s Common Stock
can result in a greater dilutive effect from potentially dilutive securities.



Going Concern



The accompanying consolidated financial
statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization
of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its
inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s
ability to continue as a going concern. As of December 31, 2019, the Company has sustained recurring loses and accumulated a working
capital deficit. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability
and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company
is unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in its
report on the Company’s December 31, 2019 and 2018 consolidated financial statements, has raised substantial doubt about
the Company’s ability to continue as a going concern.









31







The ability of the Company to continue
as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional
cash infusions. Management has prospective investors and believes the raising of capital will allow the Company to fund its cashflow
shortfalls and pursue new acquisitions. There can be no assurance that the Company 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 it. Should the Company be
unable to raise sufficient funds, it may be required to curtail its operating plans. In addition, increases in expenses may require
cost reductions. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all,
in the future. Should the Company not be able to raise sufficient funds, it may cause cessation of operations.



Accounting Pronouncements



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.



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.



Other pronouncements issued by the FASB
or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to
be significant to the Company’s financial position, results of operations or cash flows.



Reclassifications



Certain prior period amounts have been
reclassified to conform with the current year presentation.









32







|2. | ACQUISITIONS
|-- | ------------



Platinum Tax Defenders



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 (pre-split)
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:



|                       |  | 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





JM Enterprise 1 (dba) Key Tax Group



JM Enterprise 1 (d.b.a. Key Tax Group)
(“Key Tax) and Cardiff Lexington Corp. as previously announced in May 2019 signed a definitive merger agreement under which
Key Tax became a wholly owned subsidiary effective May 8, 2019. In connection with the closing of the acquisition, a Preferred
“G” Class of stock with a par value of $0.001 was established and issued. The Preferred “G” Class of stock
rights and privileges include voting rights, a conversion ratio of 1:1.25 and were distributed at the adjusted rate of $0.07 per
share (pre-split) for a total of 18,571,428 representing a value of $1,300,000. Additionally, The Company issued 500,000 shares
of common stock with a par value of $0.001 to novate a convertible debt of $30,912.32. These Preferred “G” 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:



|                         |  | Key Tax Fair Value |          
|------------------------ |  | ------------------ | ---------
|Cash                     |  | $                  | 9,484    
|Accounts receivable      |  |                    | 90,766   
|Key Tax Group trade name |  |                    | 250,000  
|Property and equipment   |  |                    | 6,044    
|Goodwill                 |  |                    | 1,407,915
|Liabilities              |  |                    | (464,209 
|Total                    |  | $                  | 1,300,000



The results of the operations for Platinum
Tax and Red Rock were included in the consolidated financial statements since the date of acquisition which was July 31, 2018.
The results of operations for Key Tax was included in the consolidated financial statements since the date of acquisition which
was May 8, 2019. The results of Red Rock have been included in the consolidated financial statements since the date of the acquisition
of July 31, 2018 through December 31, 2018. On January 1, 2019, they were included as discontinued operations, and have retrospectively
been included within discontinued operations the date of closing on May 31, 2019.







33







|3. | ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|-- | -------------------------------------





|                                        |  | December 31, |        
|--------------------------------------- |  | ------------ | -------
|                                        |  | 2019         |        
|Accounts payable                        |  | $            | 236,874
|Accrued Credit cards                    |  |              | 86,077 
|Accrued Income, payroll and other taxes |  |              | 299,786
|Accrued advertising                     |  |              | 53,189 
|Accrued payroll                         |  |              | 58,760 
|Accrue expense - other                  |  |              | 143,694
|Total                                   |  | $            | 878,380



The Company previously reported that it
failed to remit payroll tax payments since 2006, as required by various taxing authorities. Payroll taxes and estimated penalties
were accrued in recognition of accrued salaries subsequently settled via stock issue and other agreements that did not result
in reportable or taxable payroll transactions. As of December 31, 2019 and 2018, the Company estimated the amount of taxes, interest, and penalties that the
Company could incur as a result of payroll related taxes and penalties to be $45,238 and $9,865, respectively.



|4. | PLANT AND EQUIPMENT, NET
|-- | ------------------------



Plant and equipment, net as of December
31, 2019 and 2018 was $273,399 and $381,301, respectively, consisting of the following:





|                                 |  | December 31, |         
|-------------------------------- |  | ------------ | --------
|                                 |  | 2019         |         
|Residential housing              |  | $            | 341,205 
|Furniture, fixture and equipment |  |              | 427,233 
|Leasehold improvements           |  |              | 71,819  
|Total                            |  |              | 840,257 
|Less: accumulated depreciation   |  |              | (566,858
|Plant and equipment, net         |  | $            | 273,399 



During the years ended December 31,
2019 and 2018, depreciation expense was $278,154 and $80,165, respectively. During the years end December 31, 2019 and 2018,
the Company recorded depreciation expense of $7,318 and $22,697, in operations expense and $ 60,384 and $57,468,
in cost of goods sold, respectively.



During the year ended December 31,
2018, the Company disposed fixed assets of $104,886 and related liabilities related to a company-owned franchise, resulting
in net cash flow of $91,847 and a gain on sale of $874 from disposal.



|5. | LAND
|-- | ----



As of December 31, 2019, and 2018, the
Company had land of $603,000 located in Salmon, Idaho with area of approximately 30 acres, which was in connection with the acquisition
of Edge View Properties, Inc. in July 2014. The Company issued 241,199 shares of Series E Preferred Stock as consideration for
this acquisition. The land is currently vacant and is expected to be developed into residential community.











34







|6. | LINE OF CREDIT
|-- | --------------



On December 28, 2016, the Company entered
into an unsecured Business Line of Credit Agreement with Fundation Group LLC (“Fundation”), pursuant to which the
Company was allowed to take a draw from Fundation up to $20,000 from time to time. The Line of Credit bears interest at a rate
of 11.49% per annum, subject to increase or decrease with 90 days notice. There was an initial closing fee of $500 and a 2% draw
fee on subsequent draws. Monthly principal and interest payments are due and the line is due in full in 18 months from the latest
draw. The outstanding principal and interest will be due in payments over 18 months.



As of December 31, 2019 and 2018, The
Company had balance of $91,099 and $1,999, respectively. During the year ended December 31, 2019, total cash advanced was $149,247 and
total cash repaid was $60,147.



|7. | RELATED PARTY TRANSACTIONS
|-- | --------------------------



Repiccis Franchise Group leases its
premises from its prior owner under a month-to-month lease at the rate of $1,500 per month. As of December 31, 2019 and
December 31, 2018, the Company had lease payable of $-0- and $0, respectively to the related party, which is reflected in
accrued expenses – related party.



The Company has entered into several unsecured
loan agreements with related parties (see below; Footnote 11, Notes Payable – Related Party; and Footnote 12 Convertible
Notes Payable – Related Party).



The Chairman of the Board was paid deferred
compensation of $300,000 per year for the years 2019 and 2018. Deferred compensation as of December 31, 2019 and 2018, respectively
was $492,500 and $317,500. Additionally, a target bonus was granted and accrued of $150,000. Unpaid deferred compensation as of
December 31, 2019 and 2018, respectively was $642,500 and $317,500.



The Chief Executive Officer was paid compensation of $300,000
per year for the years 2019 and 2018. Additionally, a target bonus was granted and accrued of $150,000. Unpaid deferred compensation
as of December 31, 2019 and 2018, respectively was $657,500 and $322,500.



The Chief Operating Officer was paid compensation of $120,000
per year for the years 2019 and 2018. Unpaid deferred compensation as of December 31, 2019 and 2018, respectively was $222,000
and 107,000.









35







|8. | NOTES AND LOANS PAYABLE
|-- | -----------------------



Notes and loans payable at December 31,
2019 and 2018 are summarized as follows:





|                                              |  | December 31, |        
|--------------------------------------------- |  | ------------ | -------
|                                              |  | 2019         |        
|Notes and Loans Payable - Unrelated
    Party |  | $            | 694,891
|Notes and Loans Payable -
    Related Party   |  |              | 84,746 
|Total                                         |  |              | 779,637
|Current portion                               |  |              | 369,637
|Long-term portion                             |  | $            | 410,000



Notes and Loans Payable – Related
Party





The Company borrows funds from the Chairman
of the Board (“Chairman”) of the Company. The terms of repayment stipulate the unsecured loans are due 24 months after
the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of 6% per year. During 2019, the Company
borrowed $32,000 and repaid $33,467. As of December 31, 2019 and 2018, the Company owed the Chairman $136,349 and $137,816, respectively.



During 2019, the Company reclassified notes payable to related party’s relating to the discontinuance of Red Rock resulting in balance due of $180,747 at
December 31, 2019. Additionally, the Company assumed notes payable from the previous owners of Key
Tax related to the acquisition of Key Tax on May 8, 2019 of $58,649.



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 September 30,
2019, the Company is in default on this debenture. The balance of the note was $10,959 at December 31, 2019 and 2018,
respectively.



See Footnote 7 for amounts due to our
Chairman of the Board.









36







Loans and Notes Payable – Unrelated
Party





On September 7, 2011, the Company entered
into a Promissory Note agreement with for $50,000. The note bears interest at 8% per year and matures on September 7, 2016. Interest
is payable annually on the anniversary of Note 3, and the principal and any unpaid interest will be due upon maturity. In conjunction
with the note, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction
with the note, the Company recorded a $50,000 debt discount during 2011. The balance of the note, net of debt discount, was $50,000
and $50,000 at December 31, 2019 and 2018, respectively. This note is currently in default.



On November 17, 2011, the Company entered
into a Promissory Note agreement for $50,000. The note bears interest at 8% per year and matures on November 17, 2016. Interest
is payable annually on the anniversary of the note, and the principal and any unpaid interest will be due upon maturity. In conjunction
with the note, the Company issued 2,500,000 shares of its Common Stock to the lender. As a result of the shares issued in conjunction
with the note, the Company recorded a $50,000 debt discount during 2011. The balance of the note, net of debt discount, was $50,000
and $50,000 at December 31, 2019 and 2018, respectively. The note is currently in default



The Company had unrelated party notes
and loans payable of $322,340 as of December 31, 2018. The Company had unrelated party proceeds of $571,814 from notes and loans
payable, repaid $65,516 to unrelated party noteholders and reclassified $402,400 of notes payable to an unrelated party relating
to the discontinuance of Red Rock resulting in balance as of December 31, 2019. Additionally, the Company assumed notes payable
from two unrelated parties from the acquisition of Key Tax on May 8, 2019 of $107,351.





On September 9, 2019, the Company entered
into a Senior Secured Promissory Note with an unrelated entity in the amount $410,000. The note bears interest at the rate of
10% per annum and matures September 9, 2020. The Company has agreed to use the proceeds to repay amounts owed to existing lender
of the Company as identified in the agreement. The is secured and is current as of December 31, 2019. The balance of the note
at December 31, 2019 is $410,000 and accrued interest is $12,693.



As of September 30, 2019, the Company
had lease payables of $45,721 in connection with three capital leases on two Mercedes Sprinter Vans and a generator and eight
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 current as of December 31, 2019.



Notes payable to unrelated party of $11,783
was due to the auto 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.



|9. | CONVERTIBLE NOTES PAYABLE
|-- | -------------------------



Some of the Convertible Notes issued as
described below included an anti-dilution provisions that allowed 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.



During the years ending December 31,
2019 and 2018, the Company had proceeds of $613,526 and $1,702,603 from convertible notes, repaid $218,863 and $0 to
convertible noteholders resulting in balances due to convertible note holders of $1,079,825 and $1,825,778, as of December
31, 2019 and 2018, respectively. The following amounts reflect debt discount of $828,468 and $201,024 as of December 31,
2019 and 2018 respectively.



During the years ending December 31, 2019
and 2018, the Company recorded amortization of  debt discounts of $972,047 and $950,736 during the years ending December 31,
2019 and 2018, respectively.



During the years ended December 31, 2019
and 2018, respectively, the Company converted $422,809 and $748,571 of convertible debt and $53,255 and $251,733 in interest,
penalties and fees into 577,444,444 shares (post reverse split of 1500:1) of the company’s Common Stock.









37







Convertible notes at December 31, 2019 and December 31, 2018
are summarized as follows:





|                                                |  | Year Ended December
    31, |          
|----------------------------------------------- |  | --------------------------- | ---------
|                                                |  | 2019                        |          
|Convertible notes payable - unrelated
    party |  | $                           | 1,908,293
|Convertible notes payable
    - related party   |  |                             | –        
|Total convertible debt                          |  |                             | 1,908,293
|Discounts on convertible
    notes payable      |  |                             | (828,468 
|Total convertible debt less debt discount       |  |                             | 1,079,825
|Current portion                                 |  |                             | 595,257  
|Long-term portion                               |  | $                           | 484,568  





Convertible Notes Payable – Unrelated Party



Note 7



On February 9, 2016, the Company entered
into a 15% convertible line of credit (“Note 7”) with an unrelated entity in the amount up to $50,000. On February
9, 2016, the Company received $17,500 cash for the line of credit, matured on February 9, 2017, and is unsecured. Note 7 is convertible
into common shares of the Company at the conversion ratio of $0.03 or 50% discount of the lowest closing price on the primary
trading market on which Company's common stock is quoted for the last five trading days prior to the conversion date, whichever
is lower. In January 2017, the Company determined that the conversion features contained in Note 7 carrying value represents a
freestanding 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 measured using the Black-Scholes Model as of January
2017 and 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 10 for more information on derivative liabilities. Note 7 principal
of $6,000 was converted into 200,000 shares of common stock at the end of 2016. Note 7, is currently in default and accrues a
late fee of 5% and default interest rate of 20%.



Note 7-1



On October 28, 2016, the Company received
$25,000 cash pursuant to the terms of Note 7, which matured on October 28, 2017 (“Note 7-1”). Note 7-1 was entitled
to conversion after April 28, 2017 which met the requirements for liability classification under ASC 815. See Footnote 11 for
more information on derivative liabilities.



During the year ended December 31, 2017,
the Company recorded interest expense related to Note 7-1 in amount of $11,454 and amortization of debt discount in amount of
$18,333. The balance of Note 7-1 was $25,000 as
of December 31, 2017 and December 31, 2016, respectively. Note 7-1 is currently in default and will incur a late fee of 5% and
default interest rate of 20%.









38







Note 8



On March 8, 2016, the Company entered
into a 15% convertible promissory note in the principal of $50,000 (“Note 8”) with an unrelated entity for services
rendered. Note 8 is matured on March 8, 2017, and is unsecured. This Note is convertible into common shares of the Company at
the conversion ratio of $0.03 or 50% discount of the lowest closing price on the primary trading market on which Company's common
stock is quoted for the last five trading days prior to the conversion date, whichever is lower. The Company determined that the
conversion features contained in Note 8 carrying value represents a freestanding 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 measured using the Black-Scholes model at the inception date of the note and 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 10 for more information on derivative liabilities.



Note 8 was in default with principal balance
of $12,294 as of December 31, 2017. During the year ended December 31, 2017, the Company recorded late fee and default interest
related to Note 8 in total amount of $8,748 and amortization of debt discounts in amount of $50,000. The balance of Note 8 was
$50,000, Note 8, is currently in default and will incur a late fee of 5% and default interest rate of 20%.





Note 9



On September 12, 2016, the Company
entered into a 10% convertible promissory note in the principal of $80,000 (“Note 9”) with an unrelated entity
for services rendered. Note 9 is matured on September 12, 2017, and is unsecured. This Note is convertible into common shares
of the Company at the conversion ratio of $0.03 or 50% discount of the lowest closing bid price on the primary trading market
on which Company's common stock is quoted for the last five trading days prior to the conversion date, whichever is lower.
The Company determined that the conversion features contained in Note 9 carrying value represents a freestanding 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 measured using the Black-Scholes Model at the inception
date of the note and will do so again 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 10 for more information on
derivative liabilities. Note 9 is currently in default and will incur a late fee of 5% and default interest rate of 20%.





Note 9 was in default with principal balance
of $80,000 as of December 31, 2017. Note 9 is currently in default and accrues a late fee of 5% and default interest of 20%.



Note 10



On January 24, 2017, the Company
entered into a 10% convertible promissory note in the principal of $80,000 (“Note 10”) with an unrelated entity
for services rendered. Note 10 is matured on January 24, 2018, and is unsecured. This Note is convertible into common shares
of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing bid price on the primary trading market
on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever is lower.
This Note is convertible into common shares of the Company as described above. The Company determined that the conversion
features contained in Note 10 carrying value represents a freestanding 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 measured using the Binomial-Lattice and Black-Scholes valuation models at the inception date of the note
and will do so again 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 10 for more information on derivative
liabilities.









39







As a result, Note 10 was discounted in
the amount of $80,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company
recorded amortization of debt discounts in amount of $35,555.56. During the year ended December 31, 2017, the Company recorded
interest expense related to Note 10 in amount of $5,494. The balance of Note 10 was $55,000 with unamortized debt discount of
$19,444 as of December 31, 2017. Note 10 is currently in default and will incur a late fee of 5% and default interest rate of
20%.



Note 11



On January 24, 2017, the Company entered
into a 15% convertible line of credit (“Note 11”) with an unrelated entity in the amount up to $250,000. On January
24, 2017, the Company received $50,000 cash for the line of credit, is matured on January 24, 2018, and unsecured. Note 11 is
convertible into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing price on
the primary trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date,
whichever is lower. However, Note 11 is convertible after 6 months of the effective date of this Note, which is July 27, 2017.
The Company determined that the conversion features contained in Note 11 carrying value represents a freestanding 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 measured using the Black-Scholes Model at the inception date of the note and will do so
again 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 10 for more information on derivative liabilities.





As a result, Note 11 was discounted in
the amount of $50,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the Company
recorded amortization of debt discounts in amount of $43,611. During the year ended December 31, 2017, the Company recorded interest
expense related to Note 11 in amount of $7,042. The balance of Note 11 was $50,000 with unamortized debt discount of $6,389 as
of December 31, 2017. Note 11 is currently in default and will incur a late fee of 5% and default interest rate of 20%.



Note 11-1



On February 21, 2017, the Company received
$25,000 cash pursuant to the terms of Note 11, is matured on February 21, 2018 (“Note 11-1”). Note 11 is convertible
into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing price on the primary
trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever
is lower. However, Note 11-1 is convertible after 6 months of the effective date of this Note, which is August 21, 2017. The Company
determined that the conversion features contained in Note 11-1 carrying value represents a freestanding 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 measured using the Black-Scholes Model at the inception date of the note and will do so
again 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 10 for more information on derivative liabilities.



As a result, Note 11-1 was discounted
in the amount of $25,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the
Company recorded amortization of debt discounts in amount of $18,833. The balance of Note 11-1 was $25,000 with unamortized
debt discount of $6,667 as of December 31, 2017. Note 11-1 is currently in default and will incur a late fee of 5% and
default interest rate of 20%.









40







On March 16, 2017, the Company received
$40,000 cash pursuant to the terms of Note 11, is matured on March 16, 2018 (“Note 11-2”). Note 11-2 is convertible
into common shares of the Company at the conversion ratio of $0.25 or 50% discount of the lowest closing price on the primary
trading market on which Company's common stock is quoted for the last ten trading days prior to the conversion date, whichever
is lower. However, Note 11-2 is convertible after 6 months of the effective date of this Note, which is September 16, 2017. The
Company determined that the conversion features contained in Note 11-2 carrying value represents a freestanding 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 measured using the Black-Scholes Model at the inception date of the note and will do so
again 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 10 for more information on derivative liabilities.



As a result, Note 11-2 was discounted
in the amount of $40,000 and amortized over the remaining life of this Note. During the year ended December 31, 2017, the
Company recorded amortization of debt discounts in amount of $23,556. The balance of Note 11-2 was $40,000 with unamortized
debt discount of $16,444 as of December 31, 2017. Note 11-2 is currently in default and will incur a late fee of 5% and
default interest rate of 20%.



Note 12



On April 6, 2017, the Company entered
into a 15% convertible promissory note with an unrelated entity in the amount $50,000 (“Note 12”). Note 12 is matured
on April 6, 2018, and unsecured. This Note is convertible into common shares of the Company as defined in the agreement. However,
Note 12 is convertible after 6 months of the effective date of this Note, which is October 6, 2017. The Company determined that
the conversion features contained in Note 12 carrying value represents a freestanding 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 measured using the Black-Scholes Model at the inception date of the note and will do so again 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 10 for more information on derivative liabilities.





On November 8, 2017, a portion of principal
of $6,503, plus $1,500 conversion cost reimbursement and $1,036 in interest, were converted into 1,095,636 shares of common stock
at a conversion price of $0.0825 per share.



As a result, Note 12 was discounted in
the amount of $50,000 and amortized over the remaining life of this Note. The balance of Note 12 was $43,478 with unamortized debt discount of $19,608 as
of December 31, 2017. Note 12 is currently in default and will incur a late fee of 5% and default interest rate of 20%.



Note 13-1



On April 21, 2017, the Company entered
into a convertible promissory note with an unrelated entity in the amount $330,000, with original issue discount of $30,000 for
net cash to the company of $300,000 (“Note 13-1”). Note 13-1 matures on April 21, 2018 and is unsecured. Note 13-1
is convertible into common shares of the Company as defined in the agreement. The Company determined that the conversion features
contained in Note 13-1 carrying value represents a freestanding 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
measured using the Black-Scholes Model at the inception date of the note and will do so again 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 10 for more information on derivative liabilities.









41







In addition, in connection with this Securities
Purchase Agreement, the Company granted purchasers 2,357,143 warrants with exercise price of $0.14 per share (“Warrants
A”), 1,885,715 warrants with exercise price of $0.175 per share (“Warrants B”) and 1,571,429 warrants with exercise
price of $0.21 per share (“Warrants C”). Warrants A, B and C are exercisable on the grant date and expire in three
years, each of which represents 100% of the Principal Amount at the Closing divided by the respective exercise price. The
fair value of these warrants was measured using the Black-Scholes Model at the grant date. Accordingly, the Company recorded warrant
expenses at the fair market value of $219,210 during the year ended December 31, 2017. See footnote 13 for more information.



On July 24, 2018, Note 13-1 was purchased
by an unrelated party with a new Replacement Convertible Promissory Note (“Note 13-2”) in the amount of $237,909.17.
Note 13-2 bears interest at 5%, matures on January 24, 2019, and is unsecured. This Note is convertible into common shares of
the Company as defined in the agreement. The new principal amount of the note is consisting of $172,000 of principal, $51,600
of penalties and $14,309.17 of accrued interest.



Note 18



On January 19, 2018, the Company entered
into a 12% convertible note with an unrelated entity in the amount $83,500, with an original issue discount of $5,160 and expenses
of $3,340 resulting in net cash to the company of $75,000 (“Note 18”). Note 18 matures January 19, 2019 and is secured
by the Company’s common stock. This Note is eligible to convert January 19, 2018 and is convertible into shares of the Company’s
common stock as defined in the agreement.



The Company determined that the conversion
features contained in this note’s carrying value represents a freestanding 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 calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent
balance sheet date. Any change in the fair value of the derivative financial instrument is 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 11 for more information on derivative liabilities.



Note 20



On March 29, 2018, the Company
entered into a 8% Convertible Secured Redeemable Note (“Note 20”) with an unrelated entity in the amount $100,000
with expenses of $5,000 resulting in net cash to the company of $95,000. Note 20 is unsecured, matures March 29, 2019 and was
settled as of December 31, 2019. This Note was eligible to convert upon issuance and is convertible into shares of the
Company’s common stock as defined in the agreement. Footnote 11 for more information on derivative liabilities and the
schedule of convertible notes payable for more details of this note.





The Company determined that the
conversion features contained in this note’s carrying value represents a freestanding 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 was reflected in the Company’s balance sheet as a liability. The fair value of the derivative
financial instrument of the convertible note was calculated using the Black-Scholes Model at the inception date of the note
and will be calculated again on each subsequent balance sheet date. Any change in the fair value of the derivative financial
instrument is recorded as non-operating, non-cash income or expense at each balance sheet date. See Footnote 10 for more information on derivative
liabilities.









42







Note 21



On April 9, 2018, the Company entered
into a Convertible Promissory Note (“Note 21”) with an unrelated entity in the amount $145,000, with expenses of $14,000
resulting in net cash to the company of $131,000. Note 21 was  unsecured, matures March 29, 2019 and was settled. This
Note is eligible to convert upon issuance and is convertible into shares of the Company’s common stock as defined in the
agreement.



The Company determined that the conversion
features contained in this note’s carrying value represents a freestanding 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 was
reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instrument of the convertible
note was calculated using the Black-Scholes Model at the inception date of the note and revalued on each subsequent
balance sheet date. Any change in the fair value of the derivative financial instrument was recorded as non-operating, non-cash
income or expense at each balance sheet date. See Footnote 11 for more information on derivative liabilities and the schedule of convertible notes payable
for more details of this note.



Note 22



On July 10, 2018, the Company entered
into a Senior Secured Convertible Promissory Note (“Note 22”) with an unrelated entity in the amount $1,040,000,
with original issue discount of $103,000, expenses of $64,160 and an interest deposit of $20,000 resulting in net cash to the
company of $852,840. Note 22 is secured, matures January 10, 2021 and is current. This Note became eligible to convert July
10, 2019 and is convertible into shares of the Company’s common stock as defined in the agreement. On February 20,
2019, the Company executed an addendum to Note 22, whereby the Company will receive 2 additional tranches. The first upon
closing, the Company received $55,216 less expenses of $5,216 resulting in net cash to the Company of $50,000 and on April
10, 2019, the Company received the second tranche, upon completing certain events, of $55,616 less expenses of $5,616
resulting in net cash of $50,000 which was paid directly to a certain vendor.



The Company determined that the conversion
features contained in Note 22 carrying value represents a freestanding 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
calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent balance
sheet date. Any change in the fair value of the derivative financial instrument is 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 11 for more information on derivative liabilities and the schedule of convertible notes payable for more details
of this note.



Note 25



On August 13, 2018, the Company entered
into a Convertible Promissory Note (“Note 25) with an unrelated entity in the amount $126,560, with original issue discount
of $13,560 and expenses of $13,000 resulting in net cash to the company of $100,000. Note 25 is unsecured, matures February 13,
2019 and is currently in default. This Note is eligible to convert upon issuance and is convertible into shares of the Company’s
common stock as defined in the agreement.



The Company determined that the conversion
features contained in Note 25 carrying value represents a freestanding 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
calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent balance
sheet date. Any change in the fair value of the derivative financial instrument is 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 11 for more information on derivative liabilities and the schedule of convertible notes payable for more details
of this note.









43







Note 26



On August 10, 2017, the Company entered
into a Debt Purchase Agreement (“Note 26”) with an unrelated entity in the amount $20,000. The Note is unsecured,
matures January 27, 2018 and is currently in default. This Note is eligible to convert upon issuance and is convertible into shares
of the Company’s common stock as defined in the agreement.



The Company determined that the conversion
features contained in Note 26 carrying value represents a freestanding 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
calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent balance
sheet date. Any change in the fair value of the derivative financial instrument is 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.
Footnote 11 for more information on derivative liabilities and the schedule of convertible notes payable for more details of this
note.



Note 27-1-4



On December 10, 2018, the Company
entered into an 8% Convertible Redeemable Note (“Note 27-1-4) with an unrelated entity in the amount $108,000, with
original issue discount of $4,000 and expenses of $2,500 resulting in net cash to the company of $101,500. Note 27-1-4 is
unsecured, matures December 10, 2019 and was settled.



The Company determined that the conversion
features contained in Note 27-1-4 carrying value represents a freestanding 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 calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent
balance sheet date. Any change in the fair value of the derivative financial instrument is recorded as non-operating, non-cash
income or expense at each balance sheet date. Footnote 11 for more information on derivative liabilities and the schedule of convertible notes payable for
more details of this note.



Note 28



On December 5, 2018, the Company entered
into a Convertible Secured Redeemable Note (“Note 28”) with an unrelated entity in the amount $100,000, with expenses
of $5,000 resulting in net cash to the company of $95,000. Note 28 is secured and was settled as of December 31, 2019. This
Note was eligible to convert upon issuance and was convertible into shares of the Company’s common stock as defined in the
agreement.



The Company determined that the conversion
features contained in Note 28 carrying value represents a freestanding 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
calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent balance
sheet date. Any change in the fair value of the derivative financial instrument is recorded as non-operating, non-cash income
or expense at each balance sheet date. Footnote 11 for more information on derivative liabilities and the schedule of convertible notes payable for more details of this
note.



Note 29



On May 10, 2019, the Company entered into
an 8% Convertible Secured Redeemable Note (“Note 29”) with an unrelated entity in the amount $150,000 and expenses
of $7,500 resulting in net cash to the company of $142,500. Note 29 is secured, prior to maturity of May 10, 2020, . This Note
is eligible to convert upon issuance and is convertible into shares of the Company’s common stock as defined in the agreement.



The Company determined that the conversion
features contained in Note 29 carrying value represents a freestanding 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
calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent balance
sheet date. Any change in the fair value of the derivative financial instrument is 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.
Footnote 11 for more information on derivative liabilities and the schedule of convertible notes payable for more details of this
note.









44







On November 8, 2019, Note 29 was purchased
by and assigned to an unrelated party upon execution of Amendment No. 1 to Convertible Promissory Note. The amount assigned was
the existing principal amount of the Note 29 of $150,000 and accrued interest of $5,917.81 (“Note 29-1”) plus a new
8% Convertible Secured Redeemable Note (“Note 29-2). The total amount assigned to the new note holder is $218,284.93. Note
29-2 bears interest at 8%, matures November 8, 2020 and is secured. This Note is convertible into common shares of the Company
as defined in the agreement.



Note 30



On July 26, 2019, the Company entered
into a Convertible Note Payable (“Note 30”) with an unrelated entity in the amount $73,500, with expenses of
$3,000 resulting in net cash to the company of $70,500. Note 30 is unsecured, matures July 26, 2020 and is current. This Note
is eligible to convert January 26, 2020 and is convertible into shares of the Company’s common stock as defined in the
agreement.



The Company determined that the conversion
features contained in Note 30 carrying value represents a freestanding 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
calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent balance
sheet date. Any change in the fair value of the derivative financial instrument is 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.
Footnote 11 for more information on derivative liabilities and the schedule of convertible notes payable for more details of this
note.



Note 31



On August 28, 2019, the Company entered
into an 8% Convertible Secured Redeemable Note (“Note 31”) with an unrelated entity in the amount $120,000, with expenses
of $6,000 resulting in net cash to the company of $114,000. Note 31 is secured, matures August 28, 2020 and is current. This Note
is eligible to convert upon issuance and is convertible into shares of the Company’s common stock as defined in the agreement.



The Company determined that the conversion
features contained in Note 31 carrying value represents a freestanding 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
calculated using the Black-Scholes Model at the inception date of the note and will be calculated again on each subsequent balance
sheet date. Any change in the fair value of the derivative financial instrument is 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.
Footnote 11 for more information on derivative liabilities and the schedule of convertible notes payable for more details of this
note.



Note 32



On May 22, 2019, the Company received
$25,000 from a draw on the line of credit (Note 32”) described in of Note 11. Note 32 is unsecured, matures May 22, 2020,
and is current. Note 32 is convertible into common shares of the Company as defined in the agreement and is convertible after
6 months of the effective date of this Note. The Company determined that the conversion features contained in Note 11-2 carrying
value represents a freestanding 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 measured using the Black-Scholes
Model at the inception date of the note and will do so again 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. Footnote 11 for more information
on derivative liabilities and the schedule of convertible notes payable for more details of this note.



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
was convertible into Common Shares of the Company at $0.03 per share at the option of the holder no earlier than August 21, 2008.
Debenture 1 bore interest at 12% per year, matured in August 2009, and was unsecured. All principal and unpaid accrued interest
was due at maturity. In conjunction with the Debenture 1, the Company also issued warrants to purchase 5,000,000 shares of the
Company’s Common Stock at $0.03 per share. The warrants expired on April 20, 2013. As a result, of issued warrants, the
Company recorded a $150,000 debt discount during 2008 which has been fully amortized. The Company was in default on Debenture
1, and no warrants had been exercised before expiration.









45







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 was
convertible into Common Shares of the Company at $0.03 per share at the option of the holder. Debenture 2 bore interest at 12%
per year, matured on March 11, 2014, and was unsecured. All principal and unpaid accrued interest was due at maturity. The Company
was in default on Debenture 2.



As a result of the tainted issue
by the derivative financial instrument of the convertible notes, The Company determined that the conversion features
contained in Debenture 1 and Debenture 2 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 measured using the Black-Scholes Model at the inception date of the note and will do
so again 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 10 for more information on derivative
liabilities.



As of December 31, 2019, the Company’s
derivative liabilities are embedded derivatives associated with the Company’s convertible notes payable. Due to the Notes’
conversion feature, the actual number of shares of common stock that would be required if a conversion of the note as described
in Note 9 was made through the issuance of the Company’s common stock cannot be predicted. As a result, the conversion feature
requires derivative accounting treatment and will be bifurcated from the note and “marked to market” each reporting
period through the statement of operations.



The Company used the Black-Scholes Model
to measure the fair value of the derivative liabilities of $3,102,392 and will subsequently remeasure the fair value at the end
of each reporting period and record the change of fair value in the consolidated statement of operation during the corresponding
period.



The valuation of the derivative liabilities
attached to the convertible debt was arrived at through the use of the Black-Scholes Option Pricing Model (“Black-Scholes
Model”) using the following assumptions:



|                        |  |  | Year Ended December
    31, | 
|----------------------- |  |  | --------------------------- | 
|                        |  |  | 2019                        | 
|Volatility              |  |  | 378.8% - 1,872.7%           | 
|Risk-free interest rate |  |  | 1.55% - 1.62%               | 
|Expected term           |  |  | .47 – 2.8                   | 



Refer
to Note 11 for the derivative liabilities associated with convertible debt instruments, at December 2019 and 2018.









46







The following is a schedule of convertible notes payable from
December 31, 2018 to December 31, 2019.





|Note
    # | Issuance | Maturity   | Principal
    Balance 12/31/18 |           | New
    Loans |   | Cash
    Paydown |  | Principal
    Conversions |          | Shares
    Issued Upon Conversion |   | Principal
    Balance 12-31-19 |   | Interest
    Expense On Convertible Debt For Year Ended 12-31-19 |             | Accrued
    Interest on Convertible Debt at 12-31-19 |  
|---------- | -------- | ---------- | ------------------------------ | --------- | ------------- | - | ---------------- |  | ------------------------- | -------- | --------------------------------- | - | ------------------------------ | - | ---------------------------------------------------------------- | ----------- | ---------------------------------------------------- | -
|1          | 8/21/08  | 8/21/2009  | $                              | 150,000   |               | $ | –                |  | $                         | –        |                                   | $ | –                              |   |                                                                  | –           |                                                      | $
|2          | 3/11/09  | 4/29/2014  |                                | 15,000    |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|7          | 2/9/16   | On demand  |                                | 8,485     |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|7-1        | 10/28/16 | 10/28/2017 |                                | 25,000    |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|8          | 3/8/16   | 3/8/2017   |                                | 1,500     |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|9          | 9/12/16  | 9/12/2017  |                                | 80,000    |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|10         | 1/24/17  | 1/24/2018  |                                | 55,000    |               |   | –                |  |                           | –        |                                   |   | (22,379                        | ) |                                                                  | 50,009,000  |                                                      |  
|11         | 1/27/17  | 1/27/2018  |                                | 2,698     |               |   | –                |  |                           | (2,698   | )                                 |   | –                              |   |                                                                  | –           |                                                      |  
|11-1       | 2/21/17  | 2/21/2018  |                                | 25,000    |               |   | –                |  |                           | –        |                                   |   | (15,267                        | ) |                                                                  | 44,518,593  |                                                      |  
|11-2       | 3/16/17  | 3/16/2018  |                                | 40,000    |               |   | –                |  |                           | –        |                                   |   | (19,968                        | ) |                                                                  | 5,481,176   |                                                      |  
|12         | 4/6/17   | 4/6/2018   |                                | 31,997    |               |   | –                |  |                           | –        |                                   |   | (31,997                        | ) |                                                                  | 1,695,400   |                                                      |  
|13-1       | 4/21/17  | 4/21/2018  |                                | 172,000   |               |   | 65,909           |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|13-2       | 7/24/18  | 1/24/2019  |                                | –         |               |   | –                |  |                           | –        |                                   |   | (145,704                       | ) |                                                                  | 156,065,401 |                                                      |  
|18         | 1/19/18  | 1/19/2019  |                                | 83,500    |               |   | –                |  |                           | (48,072  | )                                 |   | (35,428                        | ) |                                                                  | 384,963     |                                                      |  
|20         | 3/29/18  | 3/29/2019  |                                | 25,100    |               |   | –                |  |                           | –        |                                   |   | (25,100                        | ) |                                                                  | 112,844     |                                                      |  
|21         | 4/9/18   | 4/9/2019   |                                | 130,206   |               |   | –                |  |                           | (127,691 | )                                 |   | (2,515                         | ) |                                                                  | 72,901      |                                                      |  
|22         | 7/10/18  | 1/10/2021  |                                | 1,040,000 |               |   | 110,832          |  |                           | (197,418 | )                                 |   | –                              |   |                                                                  | –           |                                                      |  
|25         | 8/13/18  | 2/13/2019  |                                | 78,314    |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | 37,581,722  |                                                      |  
|26         | 8/10/17  | 1/27/2018  |                                | 20,000    |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|27-1-4     | 12/10/18 | 12/10/2019 |                                | 108,000   |               |   | –                |  |                           | (54,289  | )                                 |   | (53,711                        | ) |                                                                  | 141,439,120 |                                                      |  
|28         | 12/5/18  | 12/5/2019  |                                | 100,000   |               |   | –                |  |                           | (43,100  | )                                 |   | (56,900                        | ) |                                                                  | 125,056,692 |                                                      |  
|29-1       | 11/8/19  | 11/8/2020  |                                | –         |               |   | –                |  |                           | –        |                                   |   | (14,796                        | ) |                                                                  | –           |                                                      |  
|29-2       | 11/8/19  | 11/8/2020  |                                | –         |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|30         | 7/26/19  | 7/26/2020  |                                | –         |               |   | 73,500           |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|31         | 8/28/19  | 8/28/2020  |                                | –         |               |   | 120,000          |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|32         | 5/22/19  | 5/10/2020  |                                | –         |               |   | 25,000           |  |                           | –        |                                   |   | –                              |   |                                                                  | 27,400,000  |                                                      |  
|           |          |            |                                | –         |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|           |          |            |                                | –         |               |   | –                |  |                           | –        |                                   |   | –                              |   |                                                                  | –           |                                                      |  
|           |          |            | $                              | 2,191,800 |               | $ | 395,241          |  | $                         | (473,268 | )                                 | $ | (423,766                       | ) |                                                                  | 589,817,812 |                                                      | $







47







|10. | FAIR VALUE MEASUREMENT
|--- | ----------------------



The Company measures assets and liabilities
at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents
the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an
asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair
value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.



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:



The following are the hierarchical levels
of inputs to measure fair value:



| | • | Level 1 – Observable inputs that reflect quoted market
    prices in active markets for identical assets or liabilities.                                                                                                                                                                                                                                                                       
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | Level 2 Inputs reflect quoted prices for identical assets or
    liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs
    other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from
    or corroborated by observable market data by correlation or other means.
| | • | Level 3 – Unobservable inputs reflecting the Company’s
    assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent
    with market participant assumptions that are reasonably available.                                                                                                                               



The carrying amounts of the Company’s
financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses,
certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of
these instruments.



The Company recognizes its derivative
liabilities as level 3 and values its derivatives using the methods discussed in note 12. 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 terms in the notes that are
subject to volatility and market price of the underlying common stock of the Company.



As of December 31, 2019, and December
31, 2018, the Company did not have any derivative instruments that were designated as hedges.



The derivative liability as of December
31, 2019 and 2018, respectively, in the amounts of $3,102,392 and $1,870,625 have a level 3 classification.



Fluctuations in the Company’s stock
price are a primary driver for the changes in the derivative valuations during each reporting period. During the year ended December
31, 2019, the Company’s stock price decreased from its initial valuation and thus, the derivative liability also decreased.
Generally, as the stock price decreases for each of the related convertible notes that have an embedded derivative liability,
the value of the derivative liability decreases. Stock price is one of the significant unobservable inputs used in the fair value
measurement of each of the Company’s convertible notes with an embedded derivative liability.









48







The Company used the Black-Scholes Model
to measure the fair value of the derivative liabilities as $3,102,392 and $1,870,625 on December 31, 2019 and 2018, respectively,
and will subsequently remeasure the fair value at the end of each period, and record the change of fair value in the consolidated
statement of operation during the corresponding period. The Company recorded a net decrease of $2,842,145 and $629,176 in its derivative
liability for years December 31, 2019 and 2018, respectively.



The following table provides a summary
of changes in fair value of the Company’s Level 3 financial liabilities for the year ended December 31, 2018:







|Derivative Liability, December 31,2017             |  | $ | 2,236,656  |  
|-------------------------------------------------- |  | - | ---------- | -
|Day 1 Loss                                         |  |   | 987,021    |  
|Discount from derivatives                          |  |   | 775,790    |  
|Resolution of derivative liability upon conversion |  |   | (1,770,997 | )
|Mark to market adjustment                          |  |   | (357,845   | )
|Derivative Liability, December 31, 2018            |  | $ | 1,870,625  |  



The above tables also include derivative
liabilities related to warrants to purchase common stock of $3,795 at December 31, 2018. Net loss for the period included mark-to-market
adjustments relating to the liabilities held during the year ended December 31, 2018 in the amounts of $133,123.



Fluctuations in the Company’s stock
price are a primary driver for the changes in the derivative valuations during each reporting period. During the year ended December
31, 2019, 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.





|Derivative Liability, December 31,2018  |  | $ | 1,870,625  |  
|--------------------------------------- |  | - | ---------- | -
|Day 1 Loss                              |  |   | 24,762,381 |  
|Discount from derivatives               |  |   | 1,275,912  |  
|Derivatives settled                     |  |   | (2,856,994 | )
|Mark to market adjustment               |  |   | 21,949,532 |  
|Derivative Liability, December 31, 2019 |  | $ | 3,102,392  |  



The above tables also include derivative
liabilities related to warrants to purchase common stock of $6,135 at December 31, 2019. Net gain for the period included mark-to-market
adjustments relating to the liabilities held during the year ended December 31, 2018 in the amounts of $2,340.









49







The valuation of the derivative liabilities
attached to the convertible debt was arrived at through the use of the Black-Scholes Option Pricing Model (“Black-Scholes
Model”) using the following assumptions:



|                        |  |  | Year Ended December
    31, | 
|----------------------- |  |  | --------------------------- | 
|                        |  |  | 2019                        | 
|Volatility              |  |  | 378.8% - 1,872.7%           | 
|Risk-free interest rate |  |  | 1.55% - 1.62%               | 
|Expected term           |  |  | .47 – 2.8                   | 



For the year-ended December 31, 2019, the Company has recorded
derivative liabilities associated with convertible debt instruments, as more fully discussed at Note 11.



|11. | CAPITAL STOCK
|--- | -------------





During January 2020, the Company facilitated a reverse split
of several of its Preferred Stock Classes which has been given retrospective treatment in these consolidated financial statements.
In addition to the reverse stock split, management established new rights & privileges for certain
classes of preferred stock. The reverse split ratio ranges from 1.6:1 to 307.7:1 resulting in a reclassification of $98,989
from preferred stock to additional paid in capital.



Blank Check Preferred Stock



As of December 31, 2019, the Company has
designated 100,000,000 shares of Blank Check Preferred Stock zero of which have been issued.





2018 Preferred Stock Activity:



Series B Preferred Stock



During the year ended December 31, 2018,
the holder of 33,999 shares of Series B Preferred Stock exercised the option to convert into 169,995 shares of Common Stock of
the Company. Pre-reverse.



Series C Preferred Stock



During the year ended December 31, 2018,
the Company issued 2 shares of Series C Preferred stock to the prior owners of Edgeview Properties for services provided to the
Company.



Series H Preferred Stock



During the year ended December 31, 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. Pre-reverse.









50







Series I Preferred Stock



During the year ended December 31, 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. Pre-reverse.



In the fourth quarter of 2018, the Company
agreed to issue 125,000,000 preferred I shares to Chairman of the Board and the CEO, which were reflected as preferred shares
to be issued on the financial statements at a total cost of stock compensation of $200,000. The shares were issued in March 2019.



In the third quarter of 2019, the Company
issued 250,000,000 shares of Series I Preferred Stock to officers of the Company, which were granted during year ended December
31, 2018. See Note 8, for more details.



Series K Preferred Stock



During the year ended December 31, 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. All shares were cancelled.



Series K-1 Preferred Stock



During the year ended December 31, 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.



Series L Preferred Stock



During the year ended December 31, 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.



2019 Preferred Stock Activity



Series I Preferred Stock



In the fourth quarter of 2018, the Company
agreed to issue 125,000,000 preferred I shares to the Chairman of the Board and the CEO, which were reflected as preferred shares
to be issued on the financial statements at a total cost of stock compensation of $200,000. The shares were issued in March 2019.





In the fourth quarter of 2019, the Company
issued 165 shares of Series R preferred with a par value of $1,200



Series R Preferred Stock



The Company has designated shares of preferred stock as Series R Preferred Stock (“Series R”), with a par value of $1,200 per share, of which
165 shares were issued November 20, 2019 and outstanding as of December 31, 2019. Series R is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series I convertible as defined in the agreement.









51







Common Stock



During the year ended December 31,
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.



Effective March 21, 2019, the Company completed
a reverse stock split of 1500 :1 for common shares. In conjunction with the reverse stock split, the Company canceled 826
 partial rounding shares to balance the shares outstanding.



May 8, 2019, the Company issued 500,000
shares of common stock with a par value of $0.001 to novate a convertible debt of $30,912.32. These Preferred “G” 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.



In the second quarter of 2019, the Company
converted 55,000,000 shares of Preferred Stock I into 82,500,000 shares of common stock at a par value of $0.001. Of the converted
shares, 27,500,000 shares were owed by the Chairman of the Board and 27,500,000 shares were owned by the CEO.



During the years ended December 31, 2019
and 2018, respectively, the Company converted $423,766 and $748,571 of convertible debt and $604,628 and $251,733
in interest, penalties and fees into 593,817,812 shares (post reverse split of 1500:1) of the company’s commons stock.



|12. | WARRANTS
|--- | --------



Pursuant to the same consulting agreement,
dated February 10, 2017, in addition to the 800,000 shares of common stock, the Company agreed to grant a total 800,000 warrants
to the consultant for consulting services related to marketing and business development and are exercisable on the grant date
and expire in three years. The initial allotment of 200,000 warrants were granted during the first quarter of 2017. The second
allotment of 200,000 warrants were granted during the second quarter of 2017. The third allotment of 200,000 warrants were granted
during the third quarter of 2017. The fourth allotment of 200,000 warrants were granted during the fourth quarter of 2017.



The Company determined that the warrants
were tainted and therefore the 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 measured using the Black-Scholes Model at the grant dates of the agreement (February 10, 2017, May 10, 2017, August 10,
2017 and December 10, 2017.) and will do so again 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.



On April 21, 2017, the Company entered
into a Securities Purchase Agreement with an unrelated entity, pursuant to which the purchasers agreed to pay the Company an aggregate
of up to $600,000 for an aggregate of up to 660,000 in Principal Amount of Notes. The first tranche of $330,000 was closed simultaneously
(“Note 13-1”). The proceeds of $300,000, net of $30,000 Original Issuance Discount, was received by the Company.



In addition, in connection with this Securities
Purchase Agreement, the Company granted purchasers 2,357,143 warrants with exercise price of $0.14 per share (“Warrants
A”), 1,885,715 warrants with exercise price of $0.175 per share (“Warrants B”) and 1,571,429 warrants with exercise
price of $0.21 per share (“Warrants C”). Warrants A, B and C are exercisable on the grant date and expire in three
years, each of which represents 100% of the Principal Amount at the Closing divided by the respective exercise price.







52







During the year ended December 31, 2018,
the Company entered into a note agreement for $1,040,000, as part of the note agreement the Company agreed to issue the noteholder
warrants exercisable for 4,000,000 shares of common stock with a term of eight years, at an exercise price of $0.04. The terms
also include a full-ratchet anti-dilution protection provision and therefore the Company has deemed them to be a derivative liability.



The initial and ending valuation of the
warrants as of December 31, 2018 are as follows:



|                  | Year
    Ended December 31, 2018 |       
|----------------- | -------------------------------- | ------
|Initial Valuation | $                                | 89,359
|Ending Value      | $                                | 3,795 



The table below set forth the assumptions
for the Black-Scholes Model on each initial date and December 31, 2018:



|                        |  | Year Ended 
    December 31, 2018 | 
|----------------------- |  | --------------------------------- | 
|Volatility              |  | 213% - 494%                       | 
|Risk-free interest rate |  | 0.147% - 0.269%                   | 
|Expected term           |  | 2.11 – 2.53                       | 



Accordingly, the Company recorded warrant
expense of $133,123 during the year ended December 31, 2018.



The initial and ending valuation of the
warrants as of December 31, 2019 are as follows:



|                  | Year Ended  December 31, 2019 |      
|----------------- | ----------------------------- | -----
|Initial Valuation | $                             | 3,795
|Ending Value      | $                             | 6,135



The table below set forth the assumptions
for the Black-Scholes Model on each initial date and December 31, 2019:



|                        |  | Year
    Ended 
    December 31, 2019 | 
|----------------------- |  | ------------------------------------- | 
|Volatility              |  | 1,847% - 1,861%                       | 
|Risk-free interest rate |  | 1.60% - 1.83%                         | 
|Expected term           |  | 0.5 – 7.0                             | 



Accordingly, the Company recorded warrant
expense of $2,340 during the year ended December 31, 2019.









53







The following tables summarize all warrant
outstanding as of December 31, 2019, and the related changes during this period. The warrants expire three years from grant date,
which as of December 31, 201 is 2.31 years. The intrinsic value of the warrants as of December 31, 2019 was $-0-.



|                                          |  | Number of 
    Warrants |           |  | Weighted
    Average 
    Exercise 
    Price |  
|----------------------------------------- |  | ----------------------- | --------- |  | --------------------------------------------- | -
|Stock Warrants                            |  |                         |           |  |                                               |  
|Balance at January 1, 2019                |  |                         | 6,614,287 |  |                                               | $
|Granted                                   |  |                         | –         |  |                                               |  
|Exercised                                 |  |                         | –         |  |                                               |  
|Expired                                   |  |                         | –         |  |                                               |  
|Balance at December 31, 2019              |  |                         | 6,614,287 |  |                                               |  
|Warrants Exercisable at December 31, 2019 |  |                         | 6,614,287 |  |                                               | $







|13. | STOCK OPTIONS
|--- | -------------



The Company previously agreed to
grant Mr. Roberts stock options for a minimum of 300,000 shares of the Company's common stock at an exercise price of 50% of
the current last ten (10) day stock average per share, and 600,000 shares of common stock as a key officer employment
incentive to be earned and vested on a pro rata basis at 25,000 shares per month for twenty-four (24) months. The fair value
of both 300,000 options and 600,000 shares were determined by the fair value of the Company’s Common Stock on the grant
date, at a price of approximately $0.226 per share. Accordingly, the accrued expense was $135,600 as of December 31, 2017. On
August 8, 2017, Mr. Roberts accepted the offer from the Company to issue 3,000,000 common shares to supersede all his options
and warrants in the employment agreement.



After the cancellation of the above transaction,
there were no stock options issued as of December 31, 2017, 2018 or 2019.



|14. | COMMITMENTS AND CONTINGENCIES
|--- | -----------------------------



Operating Leases



The Company had operating lease expense
of $217,090 and $242,567 for the year ended December 31, 2019 and 2018, respectively, consisting of the followings.



|                  |  | For the year ended    |        
|----------------- |  | --------------------- | -------
|                  |  | December 31,
    2019 |        
|                  |  |                       |        
|Restaurants       |  | $                     | 75,904 
|Lot               |  |                       | 65,208 
|Office            |  |                       | 71,557 
|Equipment Rentals |  |                       | 4,421  
|Total             |  | $                     | 217,090









54







The Company has property leases that are
renewable on an annual basis, with no long-term property leases.



We have an employment agreement,
renewed May 15, 2014, with the Chairman, Mr. Thompson amended on July 27, 2017, effective January 1, 2017 to December 31, 2021
with automatic extension for additional successive one (1) year renewals terms unless terminated as defined the agreement. We
provide for compensation of $25,000 per month along with additional incentives.



We have an employment agreement with
the Chief Executive Officer, Mr. Cunningham, amended on July 27, 2017, effective on January 1, 2017 to December 31, 2021 with automatic
extension for additional successive one (1) year renewals terms unless terminated as defined the agreement. We provide for compensation
of $25,000 per month.



We have an employment agreement with
the Chief Operating Officer, effective June 13 2016 to December 31, 2021 with automatic extension for additional successive one
(1) year renewals terms unless terminated as defined in the agreement. We provide for compensation of $10,000 per month.



We have an employment agreement with
a subsidiary manager, effective May 31, 2019 with a term of 5 years, whereby we provide for compensation of $17,333 per month along
with a bonus incentive if financial performance measures are met.



We have an employment agreement
with a subsidiary manager, effective July 1, 2018 with a term of 5 years, whereby we provide for compensation of $20,000 per month
along with a bonus incentive if financial performance measures are met.



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



The Company acquired Redrock Travel on
May 1, 2018. It was determined by the BOD to terminated the acquisition agreement and
to file with the State of Florida the cancelation of the Redrock Stock Class.







|15. | INCOME TAXES
|--- | ------------



At December 31, 2019, the Company had
federal and state net operating loss carry forwards of approximately $14,586,354 that expire in various years through the year
2038.



Due to operating losses, there is no provision
for current federal or state income taxes for the years ended December 31, 2019 and 2018.



Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.



The Company’s deferred tax asset
at December 31, 2019 and 2018 consists of net operating loss carry forwards calculated using federal and state effective tax rates
equating to approximately $3,815,102 and $3,815,102, respectively, less a valuation allowance in the amount of approximately $3,815,102
and $3,815,102, respectively. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset
by a valuation allowance in both 2019 and 2018. The valuation allowance increased by approximately $811,314 for the year ended
December 31, 2019.









55







The Company’s total deferred tax
asset as of December 31, 2019 and 2018 is as follows:



|                       |  | 2019 |            |   | 2018 |  
|---------------------- |  | ---- | ---------- | - | ---- | -
|Deferred tax assets    |  | $    | 3,815,102  |   |      | $
|Valuation allowance    |  |      | (3,815,102 | ) |      |  
|                       |  |      |            |   |      |  
|Net deferred tax asset |  | $    | –          |   |      | $



The reconciliation of income taxes computed at the federal
and state statutory income tax rate to total income taxes for the years ended December 31, 2019 and 2018 is as follows:



On December 22, 2017, the U.S. Tax Cuts
and Jobs Act (the “Tax Reform Act”) was signed into law by President Trump. The Tax Reform Act significantly revised
the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January
1, 2018, while also repealing the deduction for domestic production activities, implementing a territorial tax system and imposing
a repatriation tax on deemed repatriated earnings of foreign subsidiaries. U.S. GAAP requires that the impact of tax legislation
be recognized in the period in which the law was enacted. The provisional amounts incorporate assumptions made based upon the
Company’s current interpretation of the Tax Reform Act and may change as the Company receives additional clarification and
implementation guidance.



|16. | SEGMENT REPORTING
|--- | -----------------



The Company has four 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) | Affordable Housing (We Three),
| | --- | ------------------------------

| | (2) | Pizza Restaurant (Romeo’s
                                         NY Pizza),
| | --- | -----------------------------------------------------------------------------

| | (3) | Italian Ice Franchised Stores
                                         and Franchisor (Repicci’s Group),
| | --- | --------------------------------------------------------------------------------------------------------

| | (4) | Tax Resolution Services (Platinum
                                         Tax and Key Tax), and
| | --- | ------------------------------------------------------------------------------------------------

| | (5) | Travel Services (Red Rock Travel
                                         has been discontinued May 31, 2019)
| | --- | -------------------------------------------------------------------------------------------------------------





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 What is
allocated. Other revenue consists of nonrecurring items.



The Affordable Housing segment leases
and sells mobile homes as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, large monthly
mortgage payments and high property taxes and insurance which is a common trait of brick and mortar homes. Additionally, if bad
credit is an issue preventing potential home owners from purchasing a traditional house, the Company will provide a "lease
to own" option so people secure their family home.



The 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 Italian Ice
franchises under the well-known name “Repicci’s Italian Ice”. These franchised stores specialize in the distribution
of nonfat frozen confections.









56







The number of franchise agreements in
force as of December 31, 2019 was forty-five (45), seven (7) new state of the art “mobile” units.



Platinum Tax Defenders and Key Tax provides
tax resolution services to individuals and companies that have federal and state tax liabilities. The company collects fees based
on efforts to negotiate and assist in the settlement of outstanding tax debts.



|                                | As of                 |           | As of                 |  
|------------------------------- | --------------------- | --------- | --------------------- | -
|                                | December 31,
    2019 |           | December 31,
    2018 |  
|Assets:                         |                       |           |                       |  
|Affordable Housing Rentals      | $                     | 299,565   |                       | $
|New York Style Pizza Restaurant |                       | 398,253   |                       |  
|Italian Ice Franchise Group     |                       | 27,735    |                       |  
|Tax Resolution Services         |                       | 4,302,238 |                       |  
|Others                          |                       | 269,401   |                       |  
|Consolidated assets             | $                     | 4,907,113 |                       | $





|                                                |  | December 31, 2019 |            |   | December 31, 2018 |  
|----------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|Revenues:                                       |  |                   |            |   |                   |  
|Affordable Housing Rentals                      |  | $                 | 176,882    |   |                   | $
|New York Style Pizza Restaurant                 |  |                   | 626,123    |   |                   |  
|Italian Ice Franchise Group                     |  |                   | 207,658    |   |                   |  
|Tax Resolution Services                         |  |                   | 3,530,480  |   |                   |  
|Other                                           |  |                   | –          |   |                   |  
|Consolidated revenues                           |  | $                 | 4,541,142  |   |                   | $
|                                                |  |                   |            |   |                   |  
|Cost of Sales:                                  |  |                   |            |   |                   |  
|Affordable Housing Rentals                      |  | $                 | 174,433    |   |                   | $
|New York Style Pizza Restaurant                 |  |                   | 454,691    |   |                   |  
|Italian Ice Franchise Group                     |  |                   | 176,904    |   |                   |  
|Tax Resolution Services                         |  |                   | 1,491,053  |   |                   |  
|Other                                           |  |                   | –          |   |                   |  
|Consolidated cost of sales                      |  | $                 | 2,297,081  |   |                   | $
|                                                |  |                   |            |   |                   |  
|Income (Loss) from operations from subsidiaries |  |                   |            |   |                   |  
|Affordable Housing Rentals                      |  | $                 | (18,720    | ) |                   | $
|New York Style Pizza Restaurant                 |  |                   | 10,350     |   |                   |  
|Italian Ice Franchise Group                     |  |                   | (47,983    | ) |                   |  
|Tax Resolution Services                         |  |                   | 114,773    |   |                   |  
|Loss from operations                            |  |                   | 58,420     |   |                   | $
|                                                |  |                   |            |   |                   |  
|Loss from operations from Cardiff Lexington     |  | $                 | (1,374,409 | ) |                   | $
|                                                |  |                   |            |   |                   |  
|Income (Loss) before taxes                      |  |                   |            |   |                   |  
|Affordable Housing Rentals                      |  | $                 | (18,720    | ) |                   | $
|New York Style Pizza Restaurant                 |  |                   | 7,591      |   |                   |  
|Italian Ice Franchise Group                     |  |                   | (52,313    | ) |                   |  
|Tax Resolution Services                         |  |                   | 82,354     |   |                   |  
|Other                                           |  |                   | (6,382,542 | ) |                   |  
|Consolidated income (loss) before taxes         |  | $                 | (6,363,630 | ) |                   | $









57









|17. | SUBSEQUENT EVENTS
|--- | -----------------



During January 2020, the Company facilitated a reverse split
of several of its Preferred Stock Classes which has been given retrospective treatment in these consolidated financial statements.
In addition to the reverse stock split, management established new rights & privileges for certain classes of preferred stock.
The reverse split ratio ranges from 1.6:1 to 307.7:1 resulting in a reclassification of $98,989 from preferred stock to additional
paid in capital. The rights and privileges were changed with unanimous consent of all parties. All holders agreed to replace existing
rights and privileges with new uniform conditions and a simplified uniform preferred $4 per share stated value.



On January 9, 2020, the Company executed
Boards of Directors consent to issue 25,000 warrants and a free trading common share certificate in the amount of 35,000,000 shares
of common stock for settlement of a dispute regarding a threatened lawsuit.



On January 27, 220, the Company hired
a Chief Financial Officer.



The Board of Directors declared a bonus to the Chairman of the
Board and the Chief Executive Officer in the amount of $150,000 each for the year ending December 31, 2019.























58









ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



There were no disagreements related to
accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the
two fiscal years and interim periods, including the interim periods up through the date the relationship ended.



ITEM 9A. CONTROLS
AND PROCEDURES.



Disclosure Controls and Procedures



Disclosure controls and procedures are
designed to ensure that information required to be disclosed in the reports that are filed and submitted under the Exchange Act
is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed in the reports that are filed under the Exchange Act are accumulated and communicated to management, including the principal
executive officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision of and with the
participation of its executive officer, the Company has evaluated the effectiveness of its disclosure controls and procedures
as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this Annual Report. Based on that evaluation,
the sole executive officer of the Company has concluded that, as of the end of the period covered in this Annual Report, these
disclosure controls and procedures were ineffective.



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules forms, and that such information
is accumulated and communicated to our management, including our principal executive officer (our president) and our principal
accounting and financial officer (our chief financial officer) to allow for timely decisions regarding required disclosure. In
designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and
our management is required to apply its judgment in evaluation the cost-benefit relationship of possible controls and procedures.



Our management does not expect that our
disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter
how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources and benefits of a control system must be considered relative
to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons,
by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain
assumptions about potential future condition; over time controls may become inadequate because of changes in conditions, or the
degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and may not be detected.



As of December 31, 2019, the year-end
period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management,
including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our CEO and CFO concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this annual report.



There have been no significant changes
in our internal controls over financial reporting that occurred during the fiscal year ended December 31, 2019 that have materially
or are reasonably likely to materially affect, our internal controls over financial reporting.









59









Management’s Report on Internal
Control over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Exchange Act, and assessed
the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control-Integrated Framework. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial
statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:



1.                
As of December 31, 2019, our controls over the control environment were not effective. Specifically, we have not developed and
effectively communicated to our employees our accounting policies and procedure. This has resulted in inconsistent practices.
Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee
financial experts as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect
across the organization, management has determined that these circumstances constitute a material weakness.



2.                
As of December 31, 2019, our controls over financial statement disclosure were not effective. Specifically, controls were not
designed and in place to ensure that all disclosures required were originally addressed in our consolidated financial statements.
Accordingly, management has determined that this deficiency constitutes a material weakness.



3.                 Lack
of formal documentation over internal control procedures and environment.



4.                 Lack
of proper segregation of duties and multiple level of reviews.



5.                 Lack
of expertise in accounting of derivative liabilities.



Because of these material weaknesses,
management has concluded that the Company did not maintain effective internal control over financial reporting as of December
31, 2019, based on the criteria established in “2013 Internal Control-Integrated Framework” issued by COSO.



This annual report does not include an
attestation report of the company’s independent registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant
to temporary rules of the SEC that permit the company to provide only management’s report.



Changes in Internal Controls



There were no changes in our internal
control over financial reporting during the fiscal year ended December 31, 201 that have affected, or are reasonably likely to
affect, our internal control over financial reporting.



ITEM 9B. OTHER
INFORMATION.



None.









60







PART III



ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



Officers and Directors



Our directors will serve until successors
are elected and qualified. Our four officers are elected by the Board of Directors to a term of one year and serve until a successor
is duly elected and qualified, or until that person is removed from office. Our Board of Directors has no nominating, or compensation
committees. Our Board of Directors have three members.





The name, address, age and position of
our sole officer and director is set forth below:



|Name and Address     |  | Age | Positions                            
|-------------------- |  | --- | -------------------------------------
|Daniel Thompson      |  | 69  | Chairman of the Board of Directors   
|Alex Cunningham      |  | 62  | Chief Executive Officer and President
|Dr. Rolan Roberts II |  | 39  | Chief Operating Officer              
|Steven Healy         |  | 57  | Chief Financial Officer              



Background of our officers and directors



Daniel Thompson, 69, Chairman
of the Board of Directors. In June of 2010 Thompson was previously appointed Chairman and CEO of Cardiff formerly a television
and entertainment industry professional with a 30-year career that embraces network and cable advertising sales programming production
and product placement, Mr. Thompson was president of Creative Entertainment Services, which he founded and successfully sold in
a transaction. Mr. Thompson also co-founded and successfully sold an industry service company – Creative Television Marketing,
a producer of short-form advertising concepts: Closed- Captioning Sponsorships, 10-Second Promotional Advertising vehicles, and
network Game Show Merchandising. He also oversaw new business for A Creative Group, a full-service entertainment marketing company.
Mr. Thompson also founded CableRep USA, a media sales firm specializing in local market cable advertising, which he sold to Cox
Cable in 1981. Mr. Thompson attended Wayne State University, Bellevue College, and College of Continuing Studies at University
of Nebraska at Omaha.



Alex Cunningham,62, Chief
Executive Officer and President. Mr. Cunningham has agreed to join the Cardiff family in June of 2015. Mr. Cunningham's background
is in Business Development. His focus is on identifying prospects for franchising, mergers and acquisitions specializing in structuring
one or multiple franchise acquisitions; and/or franchising existing businesses. He is a founder of Fran Consult, Inc. a business
development company representing over 300 Franchise operations; owner, managing partner at AH Cunningham & Associates, LLC
2006 - Present; Profit Management Consulting, Inc., founder, President & CEO 1996-2005; managed projects and staff of 85 for
20 years for over 2000 private or closely held middle-market companies throughout 24 states. He was a partner at London Capital
Corporation 1991 - 1996; President & CFO at Vance Communications, Inc. 1988-1991. Honors and Awards: 2010 Consultant of the
Year - Franchise, Inc. National Association of Franchise Consultants. MBA - Crummer Graduate School of Business Rollins College
- Winter Park, Florida; BBA's - Finance and Business Administration University of Kentucky - Lexington, Kentucky.



Dr. Rolan Roberts II, 39,
Chief Operating Officer. Dr. Roberts II turned around large, established companies and has created high growth revenue organizations.
Dr. Roberts has passionately led with excellence a multi-billion, publicly-held database company along with healthcare, technology,
manufacturing and direct sales companies. He has led nearly 1,500 employees at a given time servicing clients such as Capital
One, IndyMac Bank, State Farm, Allstate, Nationwide along with federal and state government agencies.









61







Dr. Roberts has authored 4 business and
leadership books, holds an MBA from Liberty University, a doctorate degree in International Business & Entrepreneurship from
California InterContinental University and was recognized as the “Top 100 Most Influential Floridians” of 2015. He
has served on several industry and civic non-profit boards along with founding a non-profit that serves entrepreneurs in crisis.



| | · | Successfully led the turnaround, rebranding, and new product line of a 29-year old, $250MM
    life sciences company.
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | Developed market-disrupting products in a startup environment by partnering with cancer
    treatment centers prior to a successful exit strategy.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Led multi-site, geographically-dispersed team of 1,000 and crisis management response as
    senior executive for a multi-billion, publicly- held company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Recognized for superior interpersonal and communication skills, outstanding team leadership
    and an authority in the consumer, healthcare and technology fields.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Recognized as “Top 100 Most Influential Floridians” of 2015.
| | - | ------------------------------------------------------------



Professional Accomplishments



| | · | Recognized as “Top 100 Most Influential Floridians” of 2015 by Insight Magazine.
| | - | --------------------------------------------------------------------------------



| | · | Best-selling author who has received international exposure for books based on corporate
    leadership and personal development.
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | · | Professional speaker and TV host with authentic, charismatic and dynamic personality.
| | - | -------------------------------------------------------------------------------------



| | · | Participated and starred in leadership movie titled “The Journey” with Brian
    Tracy.
| | - | ---------------------------------------------------------------------------------------



| | · | Produced two seven-disc audio programs on personal excellence and corporate sales growth.
| | - | -----------------------------------------------------------------------------------------



| | · | Advisor/Strategist to political and business leaders.
| | - | -----------------------------------------------------



| | · | Licensed private pilot.
| | - | -----------------------





Steven Healy, 57, Chief
Financial Officer, brings to Cardiff Lexington over 25 years’ progressive public and private company experience in finance
and operations management. He is familiar with and has been instrumental in numerous levels of consolidations in manufacturing,
distribution, retail, and service industries with start-ups, multi-location and multi-state companies. Mr. Healy founded Dania
Solutions a financial and accounting consulting company working closely with the Board of Directors of public companies providing
SEC reporting including 10Qs, 10Ks, and 8Ks services, month end closings and reconciliations, financial statements and reports,
budgets and variance analysis. He developed and rolled out performance metrics and has designed cash forecasting and debt covenants
sensitivity models. Mr. Healy served as CFO of NetTalk.COM, Inc., a public telecommunications company and app developer which
provides low cost phone service and business wireless service via devices and mobile apps using VoIP and other technologies. He
was CFO of National Molding, LLC, a private injection molding and tooling manufacturing company which makes small plastic parts
using custom molds primarily for the automotive industry and military with plants in South Florida, Pennsylvania, and Shanghai,
China. Mr. Healy was CFO of Imperial Industries, Inc., a public manufacturer and distributer of building materials from 15 distribution
centers and 2 manufacturing plants throughout Florida and the Southeast United States. He managed rapid growth from both organic
and acquisitions. Mr. Healy began his career with Deloitte (f/k/a Touche Ross & Co.) as an auditor and subsequently Audit
Manager. He holds a Bachelors in Accounting Degree from the University of Florida graduating with honors and a Masters in Accounting
from the University of Central Florida.









62







Audit Committee Financial Expert



The functions of the Audit Committee are
currently carried out by our Board of Directors. Our Board of Directors has determined that we do not have an audit committee
financial expert on our Board of Directors carrying out the duties of the Audit Committee. The Board of Directors has determined
that the cost of hiring a financial expert to act as a director and to be a member of the Audit Committee or otherwise perform
Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee. Our Board of Directors has
three members.



Code of Ethics



We have not adopted a code of ethics that
applies to our President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, or persons performing similar
functions, because of the small number of persons involved in the management of the Company.



Compliance with Section 16 (a) of the Exchange Act



Under Section 16(a) of the Exchange Act,
requires that our directors and executive officers and persons who beneficially own more than 10% of our Common Stock (referred
to herein as the “Reporting Persons”) file with the SEC various reports as to their ownership of and activities relating
to our Common Stock. Such Reporting Persons are required by the SEC regulations to furnish us with copies of all Section 16(a)
reports they file. Based solely upon our review of the copies of the forms we have received and representations that no other
reports were required, we believe that all Reporting Persons complied on a timely basis with all filing requirements applicable
to them with respect to transactions during fiscal year ended December 31, 2019 except as stated below.











63







ITEM 11. EXECUTIVE COMPENSATION



Summary Compensation Table



|                                      |      |                     |         |        |              |  |          |  | Long-Term Compensation
|------------------------------------- | ---- | ------------------- | ------- | ------ | ------------ |  | -------- |  | ----------------------
|                                      |      | Annual Compensation |         | Awards | Payouts     
|Names                                 |      |                     |         |        |              |  | Under    |  | Restricted            
|Executive                             |      |                     |         |        | Other        |  | Options/ |  | Shares or             
|Officer and                           |      |                     |         |        | Annual       |  | SARs     |  | Restricted            
|Principal                             |      | Salary              | Bonus   |        | Compensation |  | Granted  |  | Share/Units           
|Position                              | Year | (US$)               | (US$)   |        | (US$)        |  | (#)      |  | (US$)                 
|Daniel Thompson                       | 2015 | 240,000             | 0       |        | 0            |  | 0        |  | 0                     
|Chairman of the Board of Directors    | 2016 | 240,000             | 0       |        | 0            |  | 0        |  | 360,000               
|                                      | 2017 | 300,000             |         |        | 0            |  | 0        |  | 0                     
|                                      | 2018 | 300,000             |         |        | 0            |  | 0        |  | 100,000               
|                                      | 2019 | 300,000             | 150,000 |        | 0            |  | 0        |  |                       
|                                      |      |                     |         |        |              |  |          |  |                       
|Alex Cunningham                       | 2015 | 180,000             | 0       |        | 0            |  | 0        |  | 0                     
|President and Chief Executive Officer | 2016 | 180,000             | 0       |        | 0            |  | 0        |  | 580,000               
|                                      | 2017 | 300,000             |         |        | 0            |  | 0        |  | 0                     
|                                      | 2018 | 300,000             |         |        | 0            |  | 0        |  | 100,000               
|                                      | 2019 | 300,000             | 150,000 |        | 0            |  | 0        |  |                       
|                                      |      |                     |         |        |              |  |          |  |                       
|Dr. Rolan Roberts II                  | 2015 | 0                   | 0       |        | 0            |  | 0        |  | 0                     
|Chief Operating Officer               | 2016 | 60,000              | 0       |        | 0            |  | 0        |  | 0                     
|                                      | 2017 | 100,000             | 0       |        | 0            |  | 0        |  | 205,600               
|                                      | 2018 | 100,000             | 0       |        | 0            |  | 0        |  | 0                     
|                                      | 2019 | 120,000             | 0       |        | 0            |  | 0        |  | 0                     



Employment Agreements



The Company has an employment agreement,
with the Chairman of The Board, whereby the Company provides for compensation of $300,000 per year plus additional incentives
with a term of July 27, 2017 to December 31, 2021 with automatic extension for additional successive one (1) year renewals terms
unless terminated as defined in the agreement.



The Company has an employment agreement,
with the Chief Executive Officer, whereby the Company provides for compensation of $300,000 per year plus additional incentives
with a term of July 27, 2017 to December 31, 2021 with automatic extension for additional successive one (1) year renewals terms
unless terminated as defined in the agreement.



The Company has an employment agreement,
with the Chief Operating Officer, whereby the Company provides for compensation of $120,000 per year plus additional incentives
with a term of June 13, 2016 to December 31, 2021 with automatic extension for additional successive one (1) year renewals terms
unless terminated as defined in the agreement.



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









64







Long-Term Incentive Plan Awards



We do not have any long-term incentive
plans that provide compensation intended to serve as incentive for performance.



Compensation of Directors



Our directors do not receive any compensation
for serving as members of the Board of Directors.



Indemnification



Under our Articles of Incorporation and
Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defended a proceeding. To the extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect
to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defended the proceeding, and
if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Florida.



Regarding indemnification for liabilities
arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that,
in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and
is, therefore, unenforceable.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth certain
information regarding our shares of common stock beneficially owned as of December 31, 2019, for (i) each stockholder known to
be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director,
and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which
such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the
right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise
indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised
solely by the beneficial owner or shared by the owner and the owner’s spouse or children.



|Name of Beneficial Owner and Address
    (1)                                         |  | Amount andNature ofBeneficialOwnership ofCommon Stock |             | Percent of Common Stock (1)
|------------------------------------------------------------------------------------ |  | ----------------------------------------------------- | ----------- | ---------------------------
|Daniel Thompson  
    401 East Las Olas Blvd. Unit 1400 
    Ft. Lauderdale, Florida |  |                                                       | 57,516,351  |                            
|                                                                                     |  |                                                       |             |                            
|Alex Cunningham                                                                      |  |                                                       |             |                            
|401 East Las Olas Blvd. Unit 1400                                                    |  |                                                       |             |                            
|Ft. Lauderdale, Florida                                                              |  |                                                       | 50,512,789  |                            
|All directors and officers and 5% stockholders as a group                            |  |                                                       | 108,029,140 |                            



(1) Based on 677,419,812 (post-split) shares of common stock
issued and outstanding as of December 31, 2019.



(2) The above table does not include 198,346,869 of shares
of series A, B, C, D, E, F, F-1, G, H, I, K, K-1 and L preferred stock which are convertible into 408,953,179 shares of common
stock.



(3) Daniel Thompson owns 1 share of Preferred “A”,
450,000 shares of Preferred “B”, 1 share of Preferred “C” and 97,500,000 shares of Preferred “I”
and Alex Cunningham 6,250 shares of Preferred “B”, 1 share of Preferred “C” and 97,500,000 shares of Preferred
“I”.











65







ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



The Company borrows funds from Daniel
Thompson, who is a Shareholder and Officer of the Company. The terms of repayment stipulate the loans are due 24 months after
the launch of the Legacy Tuition Card (or prior to such date) at an annual interest rate of six percent. As of December 31, 2018
and 2017, the Company had $77,640 due to Daniel Thompson.



Blank Check Preferred Stock



As of December 31, 2019, the Company has
designated 100,000,000 shares of Blank Check Preferred Stock zero of which have been issued.



2018 Preferred Stock Activity:



Series B Preferred Stock



During the year ended December 31, 2018,
the holder of 21,249 shares of Series B Preferred Stock exercised the option to convert into 169,995 shares of Common Stock of
the Company.



Series C Preferred Stock



During the year ended December 31, 2018,
the Company issued 2 shares of Series C Preferred stock to the prior owners of Edgeview Properties for services provided to the
Company.



Series H Preferred Stock



During the year ended December 31, 2018,
the holder of 219,885 shares of Series H Preferred Stock exercised the option to convert into 6,074,223 shares of Common Stock
of the Company.



Series I Preferred Stock



During the year ended December 31, 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.



In the fourth quarter of 2018, the Company
agreed to issue 125,000,000 preferred I shares to Chairman of the Board and the CEO, which were reflected as preferred shares
to be issued on the financial statements at a total cost of stock compensation of $200,000. The shares were issued in March 2019.



In the third quarter of 2019, the Company
issued 250,000,000 shares of Series I Preferred Stock to officers of the Company, which were granted during year ended December
31, 2018. See Note 8, for more details.



Series K Preferred Stock



During the year ended December 31, 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.



Series K-1 Preferred Stock



During the year ended December 31, 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.









66







Series L Preferred Stock



During the year ended December 31, 2018,
the Company issued 319,492 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.



2019 Preferred Stock Activity



Series I Preferred Stock



In the fourth quarter of 2018, the Company
agreed to issue 125,000,000 preferred I shares to the Chairman of the Board and the CEO, which were reflected as preferred shares
to be issued on the financial statements at a total cost of stock compensation of $200,000. The shares were issued in March 2019.



In the fourth quarter of 2019, the Company
issued 165 shares of Series R preferred with a par value of $1,200



Series R Preferred Stock



The Company has designated shares of preferred stock as Series R Preferred Stock (“Series R”), with a par value of $1,200 per share, of which
165 shares were issued November 20, 2019 and outstanding as of December 31, 2019. Series R is awarded “Voting Right”
at the ratio of 1 vote per share owned. Each one share of Series I convertible as defined in the agreement.



Common Stock



During the year ended December 31, 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.



Effective March 21, 2019, the Company
completed a reverse stock split of 1500:1 for common shares. In conjunction with the reverse stock split, the Company canceled
826 partial rounding shares to balance the shares outstanding.



May 8, 2019, the Company issued 500,000
shares of common stock with a par value of $0.001 to novate a convertible debt of $30,912.32. These Preferred “G”
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.



In the second quarter of 2019, the Company
converted 55,000,000 shares of Preferred Stock I into 82,500,000 shares of common stock at a par value of $0.001. Of the converted
shares, 27,500,000 shares were owed by the Chairman of the Board and 27,500,000 shares were owned by the CEO.



During the years ended December 31, 2019
and 2018, respectively, the Company converted $423,766 and $748,571 of convertible debt and $72,131 and $251,733 in interest,
penalties and fees into 593,817,812 shares (post reverse split of 1500:1) of the company’s commons stock.













67







ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES



The aggregate fees billed for the years
ended December 31, 2019 and 2018 for professional services rendered by the principal accountant for the audit of its annual financial
statements included in Form 10-K (“Audit Fees”), (2) tax compliance, advice, and planning (“Tax Fees”),
and (iv) other products or services provided (“Other Fees”) and for other professional services rendered by the Company’s
principal accountant:



|                |  | Year
                                         Ended December
                                         31, |         |  | Year Ended December 31, |  
|--------------- |  | --------------------------------------------------------------------------------------------------------- | ------- |  | ----------------------- | -
|                |  | 2019                                                                                                      |         |  | 2018                    |  
|Accounting Fees |  | $                                                                                                         | 194,500 |  |                         | $
|Tax Fees        |  |                                                                                                           | –       |  |                         |  
|Other Fees      |  |                                                                                                           | –       |  |                         |  
|Total           |  | $                                                                                                         | 194,500 |  |                         | $

























68







PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES



|Exhibit No. | Description                                                                                                                                           
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         | Articles
    of Incorporation, (incorporated by reference to the Company’s Form 10 filed
    with the SEC on March 27, 2002                           
|3.2         | Articles
    of Amendment, (incorporated by reference to the Company’s Form 10 filed with
    the SEC on March 27, 2002                               
|3.3         | Articles
    of Amendment, (incorporated by reference to the Company’s Form 10 filed with
    the SEC on March 27, 2002                               
|3.4         | Articles
    of Amendment adopted July 18, 2012, (incorporated by reference to the Company’s
    Form 8-K/A filed with the SEC on August 9, 2012      
|3.5         | Articles
    of Incorporation dated August 22, 2014, (incorporated by reference to the Company’s
    Form 8-K filed with the SEC on September 15, 2014
|3.6         | Bylaws,
    filed with the Company’s Form 8-K on September 15, 2014                                                                                   
|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 Instance Document                                                                                                                                
|101.SCH*    | XBRL Taxonomy Schema                                                                                                                                  
|101.CAL*    | XBRL Taxonomy Calculation Linkbase                                                                                                                    
|101.DEF*    | XBRL Taxonomy Definition Linkbase                                                                                                                     
|101.LAB*    | XBRL Taxonomy Label Linkbase                                                                                                                          
|101.PRE*    | XBRL Taxonomy Presentation Linkbase                                                                                                                   



*To be filed by amendment.









69







SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities
on this 14th day of April 2020.





| | CARDIFF LEXINGTON CORP                               
| | -----------------------------------------------------
| |                                                      
| | /s/ Alex Cunningham                                  
| | Alex Cunningham                                      
| | Chief Executive Officer (Principal Executive Officer)
| |                                                      
| | /s/ Steven Healy                                     
| | Steven Healy                                         
| | Chief Financial Officer (Principal Financial Officer)









Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities
and on the dates indicated.



|Signature           |  | Title                              |  | Date          
|------------------- |  | ---------------------------------- |  | --------------
|                    |  |                                    |  |               
|/s/ Daniel Thompson |  | Chairman of the Board of Directors |  | April 14, 2020
|Daniel Thompson     |  |                                    |  |               



















70