Cardiff Lexington Corp

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2025. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer, and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that:

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this evaluation, management used the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on our evaluation, we determined that, as of December 31, 2025, our internal control over financial reporting was effective.

We reinforce both the importance of effective controls through ongoing communication with staff across the organization and compensating controls and oversight controls to improve the design of the current process with limited human resources on an ongoing basis to ensure a culture of awareness towards a strengthened internal control environment.

We believe designing and implementing effective disclosure controls and procedures is a continuous ongoing effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. As such, there can be no assurance a material weakness in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed when needed.

Changes in Internal Controls over Financial Reporting

In connection with the preparation of our financial statements for the quarter ended June 30, 2025, management identified a classification error in the presentation of noncash interest expense within the consolidated statements of cash flows, which resulted in the restatement of certain prior-period financial statements presented in this report. While this classification error did not result in a material weakness in internal control over financial reporting, we have further enhanced our review procedures for the statement of cash flows, including additional cross-checks between the disclosure checklist, supporting schedules, and the general ledger.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

Remediation of Previously Reported Material Weakness in Internal Control over Financial Reporting

As originally described in our Annual Report on Form 10-K for the year ended December 31, 2024, we identified material weakness in internal control over financial reporting and have devoted substantial resources to the implementation of remediation efforts as described below. During the fourth quarter of 2025, we successfully completed our assessment and evaluation to conclude that, as of December 31, 2025, the previously identified material weaknesses noted below have been remediated.

Remediated material weakness:

In order to cure this material weakness, we have completed the implementation of significant new and enhanced processes, policies and procedures to our control environment, which we believe address both the identified material weakness and strengthens our overall financial control environment, including the following completed remediation measures:

We reinforce both the importance of effective controls through ongoing communication with staff across the organization and compensating controls and oversight controls in order to improve the design of the current process with limited human resources on an ongoing basis to ensure a culture of awareness towards a strengthened internal control environment.

Based on the results of our assessment and evaluation of these new and enhanced controls, we have determined that the updated controls and procedures are effective as of December 31, 2025. As a result, we believe these material weaknesses have been remediated. We believe designing and implementing an effective disclosure controls and procedures is a continuous ongoing effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. As such, however, there can be no assurance a material weakness in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed when needed. The remedial measures that we have taken have addressed the material weaknesses that were identified.

Except for the matters described above, there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.