Cardiff Lexington Corp (CDIX)

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Completion of Acquisition or Disposition of Assets, Change in Directors

Item 2.01 Completion of Acquisition or Disposition of Assets

Cardiff International, Inc. (CDIF) completed the acquisition of Edge View Properties, Inc. The acquisition became effective (the "Effective Time") at 3pm, July 16, 2014.

CDIF issued 300,000 shares of CDIF Preferred Class “E” Shares as consideration for the Acquisition, derived by an independent appraisal of the land assets. Based on the price of $2.50 per Preferred “E” Class of stock the acquisition represents a $750,000 evaluation. In addition to CDIF will issue 1 Preferred “C” Share.

The Preferred “E” share of stock was adjusted as a result of the authorization and declaration of a special distribution with a conversion rate of 1 Preferred to 5 Common Stock. The Conversion right is granted as a result of a Lock-Up/Leak-Out clause designated by CDIF pursuant to the terms of the Acquisition. Each new acquisition is also granted 1 “C” Preferred Share with the conversion rate of 1 Preferred to 100,000 Common Shares. The “C” Share can only be converted if the Company files an S1 Registration Statement.