Item 1.01 Entry into a Material Definitive Agreement






Stock Purchase Agreement

On December 7th, 2021, CDIX executed a Buyback Agreement finalizing the sale of JM Enterprises1, Inc. (dba - Key Tax) acquired by Cardiff, May 8th, 2019. The buyers are Kelly Gibson and Ron Clere (herein after "Management"). The signing took place upon confirmation of assets. At the time of closing, each Preferred "G" Share, had a par value $0.001 per share and a Stated Value was $4.00 per share, valued at $2,601,952. This was a Tax-Free Share Exchange (the "Exchange") for the return of all issued and outstanding Preferred "G" shares, effective upon receipt of stock certificates. "Exchange Shares" in order to consummate the Exchange pursuant to Section 368(a)(1)B of the United States Internal Revenue Code of 1986.

The foregoing provides only a brief description of the material terms of the Purchase Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of Purchase Agreement filed as an exhibit to this Current Report on Form 8-K, and is incorporated herein by reference.

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