CARDIFF LEXINGTON CORPORATION This Management's Discussion and Analysis or Financial Condition and Results 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.
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
As of As of
December 31, December 31,
2021 2020
Assets:
Affordable Housing Rentals $ 213,876 $ 258,813
Financial Services 2,212,379 4,369,195
Healthcare 8,092,820 -
Real Estate 611,900 -
Cardiff Lexington 28,940 302,139
Consolidated assets $ 11,159,915 $ 4,930,147
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December 31, December 31,
2021 2020
Revenues:
Affordable Housing Rentals $ 129,803 $ 138,832
Financial Services 4,313,167 3,314,226
Healthcare 5,413,890 -
Real Estate 152,000 -
Consolidated revenues $ 10,008,860 $ 3,453,058
Cost of Sales:
Affordable Housing Rentals $ 79,953 $ 156,191
Financial Services 1,942,411 1,511,955
Healthcare 1,746,561 -
Real Estate 79,481 -
Consolidated cost of sales $ 3,848,406 $ 1,668,146
Income (Loss) from operations from subsidiaries
Affordable Housing Rentals $ (36,022 ) $ (40,378 )
Financial Services 187,027 (190,338 )
Healthcare 3,272,241 -
Real Estate 68,744 -
Income (loss) from operations from subsidiaries
Loss from operations from
$ 1,626,102 (1,804,151 ) Income (Loss) before taxes Affordable Housing Rentals$ (36,022 ) $ (40,378 ) Financial Services 187,027 (190,338 ) Healthcare 3,272,241 - Real Estate 68,744 -
Corporate, admin and other non-operating expenses (3,901,697 ) (2,608,572 ) Consolidated loss before taxes
$ (409,707 ) $ (2,836,893 ) 13 Results of Operations
Revenues. We had revenues in the amount of 10,008,860 and
Cost of Goods Sold. We had costs of sales in the amount of
Operating Expenses. Operating expenses consist of acquisition costs,
depreciation expense, and general and administrative expenses. We had operating
expenses of
Amortization of debt discounts. We had amortization of debt discount of
Interest Expense and finance charge. During the years end
Net Loss. As a result of the foregoing, we had a net loss of
Our activities have a focus on growing revenue and cash flow. We plan to continue this strategy into 2022.
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
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 continue to 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.
We expect to incur operating losses in future periods because we will be
incurring expenses and not generating sufficient revenues. We expect
approximately
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Liquidity and Capital Resources
As of
Net cash used in operating activities was
Net cash used in investing activities was
Net cash flows provided by financing activities was
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.
During 2020 and 2021 both the Platinum Tax Subsidiary and the Key Tax Subsidiary
(sold at
The Company's current funding is now concentrated with 3 primary lenders and the Company is currently in discussions with each to convert those outstanding notes to equity to include lockup and leakout agreements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements with any party.
Plan of Operation
At
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.
15 Current Business Operations
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.
EDGE VIEW PROPERTIES LLC:
PLATINUM TAX DEFENDERS: Platinum tax was acquired on
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
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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.
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 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
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· 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.
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.
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· 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.
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.
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