SEC Comment Letter for Cardiff Lexington Corp (CDIX) (CIK 0000811222) (CDIX) — Aug 12, 2014

Cardiff Lexington Corp (CDIX) (CIK 0000811222)
Date: Aug. 12, 2014 · CIK: 0000811222 · Accession: 0000000000-14-040832

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File numbers found in text: 000-49709

Date

August 12, 2014

Author

/s/ Mark P. Shuman

Form

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Company

Cardiff Lexington Corp (CDIX) (CIK 0000811222)

Letter

August 12, 2014 Via E -mail Daniel Thompson Chief Executive Officer Cardiff International, Inc. 411 N New River Drive E, Unit 2202 Fort Lauderdale , FL 33301

Re: Cardiff International, Inc. Preliminary Information Statement on Schedule 14C Filed August 6 , 2014 File No. 000-49709

Dear Mr. Thompson :

We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities l aws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
/s/ Mark P. Shuman

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August 12, 2014

Via E -mail
Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
411 N New River Drive E, Unit 2202
Fort Lauderdale , FL  33301

 Re: Cardiff International, Inc.
 Preliminary Information  Statement  on Schedule 14C
 Filed August 6 , 2014
 File No. 000-49709

Dear Mr. Thompson :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our  comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief – Legal

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