Overview
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- TickerCDIX on OTC2
- IndustryServices-Offices & Clinics of Doctors of Medicine2
- HeadquartersFort Lauderdale, United States2
- Incorporated inFL3
- Business address710 East Main Street, Lexington, Ky 405023
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formProfit Corporation2
- LEI549300K1VXTJZLDMJX312
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressc/o NORTHWEST REGISTERED AGENT, LLC., 732 S 6th ST, STE N, 89101 Las Vegas, United States2
- Registered withBusiness Center (Secretary of State), E13806962021-22
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Our partnership-driven culture emphasizes service excellence, teamwork, accountability, and performance.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue38¢$4.3M
- Selling, general and admin46¢$5.3M
- Other costs16¢$1.9M
Out of $11.5M in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| REVENUE | $11.5M | $8.3M |
| COST OF SALES | $4.3M | $3.8M |
| GROSS PROFIT | $7.2M | $4.4M |
| Depreciation expense | $5.7K | $13.5K |
| Loss on disposal of fixed assets | $12.6K | $0 |
| Share based compensation | $754.5K | $544.7K |
| Selling, general and administrative | $5.3M | $4.1M |
| Total operating expenses | $6.1M | $4.6M |
| INCOME (LOSS) FROM CONTINUING OPERATIONS | $1.1M | -$193.5K |
| Other expense | -$22.1K | -$5.4K |
| Gain on debt refinance and forgiveness | $0 | $78.8K |
| Penalties and fees | -$1.5K | -$1.3K |
| Interest expense | -$6.8M | -$3.0M |
| Amortization of notes payable discount | $0 | -$24.8K |
| Total other expenses | -$6.8M | -$3.0M |
| NET LOSS BEFORE DISCONTINUED OPERATIONS | -$5.7M | -$3.2M |
| INCOME (LOSS) FROM DISCONTINUED OPERATIONS | $238.3K | -$111.3K |
| NET LOSS FOR THE YEAR | -$5.5M | -$3.3M |
| PREFERRED STOCK DIVIDENDS | -$1.0M | -$962.2K |
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | -$6.5M | -$4.3M |
| CONTINUING OPERATIONS | -$1 | -$1 |
| DISCONTINUED OPERATIONS | $0 | -$0 |
| CONTINUING OPERATIONS | -$1 | -$1 |
| DISCONTINUED OPERATIONS | $0 | -$0 |
| WEIGHTED AVERAGE SHARES OUTSTANDING BASIC | 6.9M shares | 3.8M shares |
| WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED | 8.5M shares | 3.8M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $318.5K | $1.2M | |
| Accounts receivable, net | $22.1M | $15.9M | $13.3M |
| Prepaid and other current assets | $203.9K | $89.9K | |
| Total current assets | $22.6M | $17.2M | |
| Property and equipment, net | $3.0K | $21.2K | |
| Land | $540.0K | $540.0K | |
| Goodwill | $5.7M | $5.7M | |
| Right of use assets, net | $214.9K | $406.9K | |
| Due from related party | $5.0K | $5.0K | |
| Other assets | $64.2K | $73.4K | |
| Total assets | $29.1M | $23.9M | |
| Accounts payable and accrued expense | $1.8M | $1.4M | |
| Accrued expenses - related parties | $4.6M | $4.6M | |
| Accrued interest | $707.6K | $429.2K | |
| Right of use operating lease liabilities | $178.5K | $223.3K | |
| Notes payable current portion | $125.8K | $312.2K | |
| Notes payable related parties | $1.1M | $0 | |
| Line of credit | $17.2M | $8.6M | |
| Convertible notes payable, net of debt discounts of $131,705 and $0, respectively | $118.3K | $105.0K | |
| Net liabilities of discontinued operations | $0 | $238.3K | |
| Total current liabilities | $25.8M | $15.9M | |
| Notes payable | $138.8K | $251.7K | |
| Operating lease liability long term | $43.0K | $185.9K | |
| Total liabilities | $26.0M | $16.3M | |
| Total Mezzanine Equity | $5.5M | $4.9M | |
| Common Stock; 300,000,000 shares authorized, $0.001 par value; 13,701,698 and 5,100,971 shares issued and outstanding at December 31, 2025 and 2024, respectively | $13.7K | $5.1K | |
| Additional paid-in capital | $72.0M | $22.7M | |
| Unearned stock-based compensation | -$579.2K | $0 | |
| Accumulated deficit | -$79.5M | -$72.9M | |
| Total stockholders' (deficit)/equity | -$2.5M | $2.7M | $731.4K |
| Total liabilities, mezzanine equity and stockholders' (deficit)/equity | $29.1M | $23.9M | |
| Convertible notes payable, debt discount | $131.7K | $0 | |
| Common stock, shares authorized | 300.0M shares | 300.0M shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares issued | 13.7M shares | 5.1M shares | |
| Common stock, shares outstanding | 13.7M shares | 5.1M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $318.5K | $1.2M | |
| Accounts receivable, net | $22.1M | $15.9M | $13.3M |
| Prepaid and other current assets | $203.9K | $89.9K | |
| Total current assets | $22.6M | $17.2M | |
| Property and equipment, net | $3.0K | $21.2K | |
| Land | $540.0K | $540.0K | |
| Goodwill | $5.7M | $5.7M | |
| Right of use assets, net | $214.9K | $406.9K | |
| Due from related party | $5.0K | $5.0K | |
| Other assets | $64.2K | $73.4K | |
| Total assets | $29.1M | $23.9M | |
| Accounts payable and accrued expense | $1.8M | $1.4M | |
| Accrued expenses - related parties | $4.6M | $4.6M | |
| Accrued interest | $707.6K | $429.2K | |
| Right of use operating lease liabilities | $178.5K | $223.3K | |
| Notes payable current portion | $125.8K | $312.2K | |
| Notes payable related parties | $1.1M | $0 | |
| Line of credit | $17.2M | $8.6M | |
| Convertible notes payable, net of debt discounts of $131,705 and $0, respectively | $118.3K | $105.0K | |
| Net liabilities of discontinued operations | $0 | $238.3K | |
| Total current liabilities | $25.8M | $15.9M | |
| Notes payable | $138.8K | $251.7K | |
| Operating lease liability long term | $43.0K | $185.9K | |
| Total liabilities | $26.0M | $16.3M | |
| Total Mezzanine Equity | $5.5M | $4.9M | |
| Common Stock; 300,000,000 shares authorized, $0.001 par value; 13,701,698 and 5,100,971 shares issued and outstanding at December 31, 2025 and 2024, respectively | $13.7K | $5.1K | |
| Additional paid-in capital | $72.0M | $22.7M | |
| Unearned stock-based compensation | -$579.2K | $0 | |
| Accumulated deficit | -$79.5M | -$72.9M | |
| Total stockholders' (deficit)/equity | -$2.5M | $2.7M | $731.4K |
| Total liabilities, mezzanine equity and stockholders' (deficit)/equity | $29.1M | $23.9M | |
| Convertible notes payable, debt discount | $131.7K | $0 | |
| Common stock, shares authorized | 300.0M shares | 300.0M shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares issued | 13.7M shares | 5.1M shares | |
| Common stock, shares outstanding | 13.7M shares | 5.1M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss from operations | -$5.5M | -$3.3M |
| Depreciation | $5.7K | $13.5K |
| Credit losses | $262.9K | $266.0K |
| Change in estimate for settlement realization rate | $0 | $1.7M |
| Amortization of debt discount | $0 | $24.8K |
| Gain on resolution and disposition of discontinued operations claims | -$238.3K | $0 |
| Conversion and note issuance cost | $1.5K | $1.0K |
| Loss on disposal of assets | $12.6K | $0 |
| Interest included in line of credit | $6.4M | $3.1M |
| Share issuance and compensation expense | $754.5K | $544.7K |
| Bonus expense settled with promissory notes | $593.5K | $0 |
| Gain on settlement or forgiveness of debt | $0 | -$78.8K |
| Accounts receivable | -$6.4M | -$4.5M |
| Right of use assets | $275.8K | -$117.9K |
| Prepaids and other current assets | -$104.8K | -$125.0K |
| Accounts payable and accrued expense | $459.8K | -$699.6K |
| Accrued officers compensation | $512.8K | $92.0K |
| Accrued interest | $367.7K | $286.2K |
| Right of use liabilities | -$271.4K | $132.5K |
| Net cash used in operating activities | -$2.9M | -$2.8M |
| Net cash provided by Discontinued Operations Operating | $0 | $111.3K |
| Payments to director | $0 | -$121.0K |
| Proceeds from convertible notes payable | $200.0K | $0 |
| Payments on convertible notes payable | $0 | -$105.1K |
| Repayment on SBA loans | -$8.8K | -$6.7K |
| Payments on note payable | -$300.0K | -$125.0K |
| Net proceeds from line of credit | $2.1M | $3.4M |
| Payment of dividends on preferred stock | -$50.0K | -$100.0K |
| Net cash provided by financing activities | $2.0M | $3.0M |
| NET (DECREASE) INCREASE IN CASH | -$869.6K | $321.2K |
| Cash paid during the year for interest | $9.4K | $126.7K |
| Common stock issued upon conversion of notes payable | $145.9K | $1.7K |
| Common stock issued upon conversion of preferred stock | $8.2K | $5.0K |
| Series Y preferred stock issued in exchange of convertible notes payable | $0 | $3.8M |
| Dividends on preferred stock, including accrued dividends on preferred stock | $1.1M | $1.0M |
| Promissory note payable issued in settlement agreement | $0 | $535.0K |
| Promissory notes payable issued in settlement of bonuses | $1.1M | $0 |
| Discount on convertible notes payable | $131.7K | $0 |
| Unearned compensation on restricted common stock grant | $579.2K | $0 |
No quarter-by-quarter statement was filed.
Corporate structure
Cardiff Lexington Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Cardiff Lexington Corp
- Leonite Capital LLC Filed SC 13G on Cardiff Lexington Corp, latest Nov 16, 2023
- Cardiff Lexington Corp Fort Lauderdale, Florida, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Cardiff Lexington Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Land | $540.0K5 Dec 31, 2025 | $540.0K5 Dec 31, 2024 | 0% |
| Machinery and equipment | $9.2K5 Dec 31, 2025 | $9.2K5 Dec 31, 2024 | 0% |
| Furniture and fixtures | $15.1K5 Dec 31, 2025 | $15.1K5 Dec 31, 2024 | 0% |
| Leasehold improvements | $15.9K5 Dec 31, 2025 | $15.9K5 Dec 31, 2024 | 0% |
| Property and equipment, before depreciation | $63.9K5 Dec 31, 2025 | $136.8K5 Dec 31, 2024 | −53.3% |
| Accumulated depreciation | $60.9K5 Dec 31, 2025 | $115.6K5 Dec 31, 2024 | −47.3% |
| Property and equipment, net | $3.0K5 Dec 31, 2025 | $21.2K5 Dec 31, 2024 | −86.1% |
| Operating-lease assets (leased space) | $214.9K5 Dec 31, 2025 | $406.9K5 Dec 31, 2024 | −47.2% |
Intangibles and goodwill
Properties, in its own words
Our principal office is located at 710 East Main Street, Lexington, Kentucky 40502.
Nova operates a group of regional primary specialty and ancillary care facilities throughout Florida and Georgia. The main office is located at 1903 S 25th Street, Suite 103 Fort Pierce, FL 34947. We lease all of these facilities.
The rest of Item 2
Edge View owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.
We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our businesses.
Item 2 of the 10-K filed Mar 10, 2026.4
Leadership
Who has led Cardiff Lexington Corp, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chair
Chief financial officer
- Chief executive officerAlex H. Cunningham Feb 27, 2024 to now14
- Chief executive officerKathleen Roberton Nov 12, 2014 to Nov 12, 201415
- ChairGary Teel May 8, 2012 to May 8, 201216
- PresidentAlex H. Cunningham Feb 27, 2024 to Dec 4, 202414
- PresidentJoseph Dileonardo May 8, 2012 to May 8, 201217
- Chief financial officerZia Choe Feb 27, 2024 to Feb 27, 202418
- Chief financial officerMatthew T. Shafer Mar 6, 2024 to now19
Board members and other officers (6)
- Chief Accounting OfficerZia Choe Feb 27, 2024 to Feb 27, 202420
- Board memberAlex H. Cunningham Feb 27, 2024 to now14
- Board memberGillard B. Johnson Iii. Apr 22, 2024 to now21
- Board memberLouis Jack Staley Sr. Apr 29, 2024 to now22
- Board memberCatherine B. Pennington May 2, 2024 to now23
- Board memberKathleen Roberton Nov 12, 2014 to Nov 12, 201415
Former names
- CARDIFF INTERNATIONAL INCMay 15, 2000 to Jan 26, 20183
Timeline
- Sep 24, 20268-K Other events24
- Sep 4, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed25
- Jun 11, 20268-K Entered a material agreement26
- Feb 3, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed27
- Jan 5, 20268-K Executive or director change28
- Aug 14, 20258-K Earlier financial statements no longer reliable29
- Dec 4, 20248-K Change to shareholders' rights; Bylaws or fiscal year changed30
- Oct 17, 20248-K Earlier financial statements no longer reliable31
- Sep 19, 20248-K Change of auditor32
- Jun 11, 20248-K Entered a material agreement33
- Jun 10, 20248-K Executive or director change34
- May 14, 20248-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights35
- Feb 27, 2024New chief executive Alex H. Cunningham becomes CEO14
- Apr 13, 2021Founded Cardiff Lexington Corp is founded2
- Nov 12, 2014New chief executive Kathleen Roberton becomes CEO15
Filings
147 filings to the SEC since October 2021: 12 annual reports, 27 quarterly reports, 22 major events, 26 insider forms, 1 large holders, 59 other. The latest 20:
- Sep 24, 20268-K EDGAR
- Sep 15, 20264 EDGAR
- Sep 15, 20264 EDGAR
- Sep 15, 20264 EDGAR
- Sep 4, 20268-K CURRENT REPORT EDGAR
- Aug 12, 202610-Q FORM 10-Q FOR JUN 2026 EDGAR
- Jun 23, 2026424B3 FORM 424(B)(3) EDGAR
- Jun 18, 2026EFFECT EDGAR
- Jun 11, 2026S-1 EDGAR
- Jun 11, 2026S-8 EDGAR
- Jun 11, 20268-K EDGAR
- May 13, 202610-Q FORM 10-Q FOR MAR 2026 EDGAR
- May 12, 2026AW EDGAR
- Apr 30, 2026RW EDGAR
- Apr 3, 20264 EDGAR
- Apr 3, 20264 EDGAR
- Apr 3, 20264 EDGAR
- Mar 13, 2026POS AM POST-EFFECTIVE AMENDMENT 1 EDGAR
- Mar 10, 202610-K FORM 10-K FOR DEC 2025 EDGAR
- Feb 13, 2026EFFECT EDGAR
The 147 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Leonite Capital LLCSC 13G, 1 filing Nov 16, 202336
SEC filer profile
How Cardiff Lexington Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCardiff Lexington Corp1
- CIK0000811222
- Employer ID (EIN)84-10445834
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 311
- Industry code (SIC)8011 Services-Offices & Clinics of Doctors of Medicine1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business address710 East Main Street, Lexington, KY 405021
- Phone844-628-21001
- Shares outstanding15,637,361 as of Aug 10, 202613
- Public float$45.4M as of Jun 30, 20254
- AuditorGBQ Partners, LLC, Columbus, Ohio PCAOB ID 1808; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 15, 20001
- Filings443 in all: 8-K (75), 10-Q (55), 4 (29), 10QSB (28), UPLOAD (27), 10-Q/A (24), NT 10-Q (24), CORRESP (20)1
All 45 form types
10-K (18), 10-K/A (13), 3 (12), DEF 14C (12), NT 10-K (12), PRE 14C (12), 10KSB (10), S-1/A (10), 8-K/A (8), S-1 (4), SC 13D (4), SC 13G (4), D (3), DEF 14A (3), PRE 14A (3), PRER14C (3), S-8 (3), 10KSB/A (2), 10QSB/A (2), 3/A (2), EFFECT (2), NTN 10Q (2), RW (2), SC 13G/A (2), 10SB12G (1), 10SB12G/A (1), 15-12G (1), 15-12G/A (1), 4/A (1), 424B3 (1), AW (1), DEFR14C (1), FWP (1), NT 10-Q/A (1), POS AM (1), SC 14F1 (1), SEC STAFF ACTION (1)
- Latest filingsAnnual report (10-K) Mar 10, 2026
Quarterly report (10-Q) Aug 12, 2026
Proxy statement (DEF 14A) Feb 27, 2015
Latest 8-K (8-K) Sep 24, 2026
Risk factors and legal proceedings
The risks Cardiff Lexington Corp names in Item 1A of its 10-K filed Mar 10, 2026: 51 risks under these headings, as written.4
- Risks Related to Our Business and Structure
- The report of our independent registered public accounting firm included a “going concern” explanatory paragraph.
- Our typical accounts receivable collection lifecycle is between 12 and 24 months. This extended period creates several risks relating to our liquidity and cash flow, exposure to credit losses, dependence on external financing, negative impact on our financial metrics and operational challenges.
- We lack systematic processes and resources to support the aging of our accounts receivables, which can result in inefficiencies and higher operational costs. In order to remedy this issue, we expect to make significant expenditures.
- Our acquisition strategy exposes us to substantial risk.
- We may experience difficulty as we evaluate, acquire and integrate businesses that we may acquire, which could result in drains on our resources, including the attention of our management, and disruptions of our on-going business.
- We may not be able to effectively integrate the businesses that we acquire.
- Failure to manage our growing and changing business could have a material adverse effect on our business, prospects, financial condition, and results of operations.
- We face competition for businesses that fit our acquisition strategy and, therefore, we may have to acquire targets at sub-optimal prices or, alternatively, forego certain acquisition opportunities.
- We may not be able to successfully fund acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede the implementation of our acquisition strategy.
- We may change our management and acquisition strategies without the consent of our stockholders, which may result in a determination by us to pursue riskier business activities.
- We are a holding company and rely on distributions and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations.
The other 40 risks
- In the future, we may seek to enter into credit facilities to help fund our acquisition capital and working capital needs. These credit facilities may expose us to additional risks associated with leverage and may inhibit our operating flexibility.
- 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 future success is dependent on the management teams of our businesses, the loss of any of whom could materially adversely affect our financial condition, business, and results of operations.
- We may engage in a business transaction with one or more target businesses that have relationships with our executive officers, our directors, or any of their respective affiliates, which may create or present conflicts of interest.
- The operational objectives and business plans of our businesses may conflict with our operational and business objectives or with the plans and objectives of another business we own and operate.
- If, in the future, we cease to control and operate our businesses or other businesses that we acquire in the future or engage in certain other activities, we may be deemed to be an investment company under the Investment Company Act.
- Risks Related to our Healthcare Business
- Our ability to grow our business through organic expansion either by developing new facilities or by modifying existing facilities is dependent upon many factors.
- Changes to payment rates or methods of third-party payors, including government healthcare programs, changes to the laws and regulations that regulate payments for medical services, the failure of payment rates to increase as our costs increase, or changes to our payor mix, could adversely affect our operating margins and revenues.
- An increase in uninsured or underinsured patients or the deterioration in the collectability of the accounts of such patients could harm our results of operations.
- Failure to timely or accurately bill for services could have a negative impact on our net revenue and cash flow.
- Our facilities face competition for patients from other healthcare providers.
- Our performance depends on our ability to recruit and retain quality physicians.
- Our performance depends on our ability to attract and retain qualified nurses and medical support staff and we face competition for staffing that may increase our labor costs and harm our results of operations.
- Natural disasters, unusually adverse weather conditions or pandemic outbreaks could cause permanent or temporary facility closures or cause patient traffic to decline, all of which could result in lost revenue and otherwise adversely affect our financial performance.
- If we do not continually enhance our facilities with the most recent technological advances in diagnostic and surgical equipment, our ability to maintain and expand our markets will be adversely affected.
- If we fail to comply with extensive laws and government regulations, we could suffer civil or criminal penalties or be required to make significant changes to our operations that could reduce our revenue and profitability.
- We are subject to occupational health, safety and other similar regulations and failure to comply with such regulations could harm our business and results of operations.
- We may be required to spend substantial amounts to comply with statutes and regulations relating to privacy and security of protected health information.
- State efforts to regulate the construction or expansion of healthcare facilities could impair our ability to expand.
- A cyber security incident could cause a violation of HIPAA, breach of member privacy, or other negative impacts.
- We may fail to deal with clinical waste in accordance with applicable regulations or otherwise be in breach of relevant medical, health and safety or environmental laws and regulations.
- If any of our existing healthcare facilities lose their accreditation or any of our new facilities fail to receive accreditation, such facilities could become ineligible to receive reimbursement under Medicare or Medicaid.
- We could be subject to lawsuits which could harm the value of our business, including litigation for which we are not fully reserved.
- Risks Related to our Real Estate Business
- We are subject to demand fluctuations in the real estate industry. Any reduction in demand could adversely affect our business, results of operations, and financial condition.
- Adverse weather conditions, natural disasters, and other unforeseen and/or unplanned conditions could have serious impacts on our ability to develop and market or sell our real estate asset.
- If the market value of our real estate investment decreases, our results of operations will also likely decrease.
- Changes in tax laws, taxes or fees may increase the cost of development or sale of our property.
- We may incur environmental liabilities with respect to our real estate asset.
- Uninsured losses relating to real property or excessively expensive premiums for insurance coverage may adversely affect the value of your stock.
- Risks Related to Ownership of Our Common Stock
- Our common stock is eligible for quotation on the OTCQB Market, which may have an unfavorable impact on our stock price and liquidity.
- The market price of our common stock may be highly volatile, and you could lose all or part of your investment.
- Two stockholders own a significant percentage of our outstanding voting securities which could reduce the ability of minority stockholders to effect certain corporate actions.
- We have no current plans to pay cash dividends on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
- Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to decline and would result in the dilution of your holdings.
- Rule 144 sales in the future may have a depressive effect on our stock price.
- Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.
- If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
- If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could be negatively affected.
- We are subject to ongoing public reporting requirements that are less rigorous than for larger, more established companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- Anti-takeover provisions in our charter documents and under Nevada law could make an acquisition of our company more difficult, and limit attempts by our stockholders to replace or remove our current management.
Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 16SEC EDGARGary Teel, Chair
- 17SEC EDGARJoseph Dileonardo, President
- 18SEC EDGARZia Choe, Chief financial officer
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- 20SEC EDGARZia Choe, Chief Accounting Officer
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- 22SEC EDGARLouis Jack Staley Sr., Board member
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- 24SEC EDGAROther events
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- 26SEC EDGAREntered a material agreement
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- 28SEC EDGARExecutive or director change
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- 32SEC EDGARChange of auditor
- 33SEC EDGAREntered a material agreement
- 34SEC EDGARExecutive or director change
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