SecProbe.io

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February 11, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

 Re: Cardiff Lexington Corporation

    Registration Statement on Form S-1, as amended

    File No. 333-292145

Ladies and Gentlemen:

As the representative of the
underwriters of the proposed offering of Cardiff Lexington Corporation (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for
5:00 p.m., Eastern Time, on Friday, February 13, 2026, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to
advise you that, through February 11, 2026, we distributed to each dealer, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated February
5, 2026, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that
they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    R. F. Lafferty & Co., Inc.

    By:
    /s/ Robert Hackel

    Name: Robert Hackel

Title: Chief Operating Officer

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Cardiff Lexington Corporation

710 East Main Street

Lexington, KY 40502

February 11, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Robert Augustin

 Re: Cardiff Lexington Corporation

    Registration Statement on Form S-1

    File No. 333-292145

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Cardiff Lexington Corporation (the “Company”)
respectfully requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared
effective at 5:00 p.m., Eastern Time, on Friday, February 13, 2026, or as soon as thereafter possible.

Also, the Company authorizes Mary Sheridan at
Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration Statement
with the Securities and Exchange Commission. Please call Ms. Sheridan at (202) 869-0888 (ext. 104) as soon as the Registration Statement
has been declared effective.

Under separate cover, you will receive today a
letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the
Registration Statement.

Very truly yours,

Cardiff Lexington Corporation

By: /s/ Alex Cunningham

Alex Cunningham

Chief Executive Officer

cc: Mary Sheridan, Esq.

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February 10, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

 Re: Cardiff Lexington Corporation

    Registration Statement on Form S-1, as amended

    File No. 333-292145

Ladies and Gentlemen:

Reference is made to our letter
dated January 29, 2026, in which we provided concurrence in the request for acceleration of the effective date of the above-referenced
Registration Statement for January 30, 2026, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933,
as amended. We are no longer requesting that such Registration Statement be declared effective at this time and hereby withdraw our request
for acceleration of the effective date.

    Very truly yours,

    R. F. Lafferty & Co., Inc.

    By:
    /s/ Robert Hackel

    Name: Robert Hackel

Title: Chief Operating Officer

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Cardiff Lexington Corporation

710 East Main Street

Lexington, KY 40502

February 10, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Robert Augustin

 Re: Cardiff Lexington Corporation

    Withdrawal of Acceleration Request for Registration
                                            Statement on Form S-1

    File No. 333-292145

Ladies and Gentlemen,

Reference is made to our letter, dated January
29, 2026, in which we requested acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m.
(Eastern Time) on January 30, 2026, which we verbally withdrew on January 30, 2026. We hereby formally, and with immediate effect, withdraw our
request for acceleration of the effective date.

Respectfully,

Cardiff Lexington Corporation

By: /s/ Alex Cunningham

Alex Cunningham

Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

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Cardiff Lexington Corporation

710 East Main Street

Lexington, KY 40502

January 29, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Robert Augustin

 Re: Cardiff Lexington Corporation

    Registration Statement on Form S-1

    File No. 333-292145

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Cardiff Lexington Corporation (the “Company”)
respectfully requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared
effective at 5:00 p.m., Eastern Time, on Friday, January 30, 2026, or as soon as thereafter possible.

Also, the Company authorizes Mary Sheridan at
Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration Statement
with the Securities and Exchange Commission. Please call Ms. Sheridan at (202) 869-0888 (ext. 104) as soon as the Registration Statement
has been declared effective.

Under separate cover, you will receive today a
letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the
Registration Statement.

Very truly yours,

Cardiff Lexington Corporation

By: /s/ Alex Cunningham

Alex Cunningham

Chief Executive Officer

cc: Mary Sheridan, Esq.

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January 29, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

 Re: Cardiff Lexington Corporation

    Registration Statement on Form S-1, as amended

    File No. 333-292145

Ladies and Gentlemen:

As the representative of the
underwriters of the proposed offering of Cardiff Lexington Corporation (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for
5:00 p.m., Eastern Time, on Friday, January 30, 2026, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to
advise you that, through January 29, 2026, we distributed to each dealer, who is reasonably anticipated to be invited to participate in
the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated January 20,
2026, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that
they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    R. F. Lafferty & Co., Inc.

    By:
    /s/ Robert Hackel

    Name: Robert Hackel

Title: Chief Operating Officer

October 21, 2024
Matthew Shafer
Chief Financial Officer
Cardiff Lexington Corp
3753 Howard Hughes Parkway, Suite 200
Las Vegas, NV 89169
Re:Cardiff Lexington Corp
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 000-49709
Dear Matthew Shafer:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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Cardiff Lexington Corporation

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

October 11, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Tracey Houser

 Re: Cardiff Lexington Corp

    Form 10-Q for Fiscal Quarter Ended June 30, 2024

    Filed August 14, 2024

    Response Letters Dated September 13, 2024 and September
16, 2024

    File No. 000-49709

Ladies and Gentlemen:

We hereby submit the responses of Cardiff Lexington
Corporation (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated September 27, 2024, providing the
Staff’s comments with respect to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 10-Q”).
Attached hereto as Annex A is a draft copy of the of an amendment to the Quarterly Report on Form 10-Q for the quarter ended March 31,
2024 (the “Q1 10-Q”) with our proposed changes to address the Staff’s comments as described below. Attached hereto
as Annex B is a draft copy of the Q2 10-Q with our proposed changes to address the Staff’s comments as described below. Additionally,
we are attaching hereto in PDF format comparisons against our last drafts of the Q1 10-Q and Q2 10-Q. Attached hereto as Annex C is a
comparison of the draft Q1 10-Q submitted herewith against the draft Q1 10-Q submitted with our letter on September 13, 2024 and attached
hereto as Annex D is a comparison of the draft Q2 10-Q submitted herewith against the draft Q2 10-Q submitted with our letter on September
13, 2024.

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

Response Letters Dated September
13, 2024 and September 16, 2024

Annexes A and B

 1. Please expand your draft disclosures to explain how you assessed that your collection
rate is 99% given that an aging of your accounts receivable is not available for your specific circumstances. As part of this disclosure,
provide a discussion of how management is monitoring the outstanding settlement/trial cases underlying the accounts receivable to assess
when the settlements or trial awards have been finalized, when only partial settlements or trial awards occur, or when no settlement occurs,
a trial results in a loss and the case is abandoned. Finally, please provide an investor with sufficient information to understand the
length of time that the accounts receivable balance has been outstanding (e.g., $X outstanding for 1 year, $X outstanding for 2 years,
$X amount outstanding for 3 years). Refer to ASC 326-20-55-37 through 55-40.

Response:

We have expanded
our disclosure as shown below to discuss our less than 1% credit loss rate and related 99% collection rate and address that an aging of
our accounts receivable is not impactful to our analysis under the loss rate method of ASC 326. Additionally, the Company has concluded
that its historical credit losses and allowance for credit losses are not material to the financial statements. Given the immaterial nature
of the Company’s credit loss exposure along with system limitations we have disclosed previously, we have omitted certain tables
and breakouts of aging categories in our disclosure but disclosed the average age of our outstanding accounts receivable are between 18
– 24 months aged.

‘The Company
does not have a significant exposure to credit losses as it has historically had a less than 1.0% loss rate where the Company received
no settlement amount for its outstanding accounts receivable. Although possible, claims resulting in zero collection upon settlement are
rare based on the Company’s historical experience and has historically been 0.5% to 1.0% of its outstanding accounts receivable,
thereby resulting in a collection rate of 99%. The Company uses the loss rate method to record its allowance for credit losses. The Company
applies the loss rate method by reviewing its zero collection history on a regular basis and updating its estimates of credit losses to
adjust for changes in loss data. The Company typically collects on its accounts receivable between eighteen and twenty-four months after
recording. The Company does not record an allowance for credit losses based on an aging of its accounts receivable as the aging of the
Company’s receivables do not influence the credit loss rate due to the nature of its business and the letter of protection.’

      1

We have included additional disclosure
within our revenue recognition summary of significant accounting policies (SOSAP) as shown below. While this disclosure is related to
our accounts receivable, we are including it in our revenue recognition disclosure as it relates to the realization of our accounts receivable
and our net revenue recorded under ASC 606.

‘…Settlement realization
patterns are assessed based on actual settlements and based on expected settlement realization trends obtained from discussions with attorneys
and insurance providers. Settlement amounts are negotiated and prolonged settlement negotiations are not indicative of a greater likelihood
of reduced settlement realization or zero settlement.

The Company may accept a lower settlement
realization rate in order to receive faster payment. The Company obtains information about expected settlement realization trends from
discussions with doctors and attorneys and its third party medical billing company, which handles settlement claims and negotiations.
Settlement amounts are presented to the Company’s third party medical billing company. Settlement rates of 49% or higher based on
gross billed amounts are typically accepted without further negotiation. Proposed settlement rates below 49% are negotiated and longer
negotiations typically result in higher settlement rates. If the Company accepts a lower settlement realization rate in order to receive
payments more quickly, the Company considers that a price concession and estimates these concessions at contract inception…’

Lastly, we have disclosed that our
average accounts receivable is outstanding between 18-24 months, which we believe informs an investor with sufficient information to understand
the length of time that the accounts receivable balance has been outstanding. This is a range as we historically have not maintained a
systematic processes and resources to support the aging of our accounts receivables, which are further complicated by the settlement process
and continuing patient care which can skew aging. However, this does not impact our ability to estimate our allowance for credit losses
as the aging of our receivables do not impact the credit loss rate applied to those receivables. As such, we do not believe it is relevant
to disclose our outstanding accounts receivable by year aged, but rather continue to provide an estimate of the average aging of our accounts
receivable.

 2. We note that you originally recognized bad debt expense of $1,242,017. We further
note that you reassessed that $1,199,155 of the original bad debt expense should have been recognized as variable consideration with a
reduction to revenue. Please expand your draft disclosures to provide a detailed explanation of why you reversed the remaining $42,862
of bad debt expense, resulting in an increase to income from operations of $16,647 to $59,509 for the six-months June 30, 2024.

Response:

We recorded $42,862
of additional allowance for credit losses in the second quarter 2024. Based on our updated analysis of allowance for credit losses completed
in connection with our response to comment letter 4, our allowance for credit losses of $122,190 as of December 31, 2023 was sufficient
as of June 30, 2024 and did not require adjustment. As such, we reduced our allowance for credit losses recorded during the second quarter
2024, which resulted in an increase in accounts receivable and net income.

We will revise
our draft disclosure as follows:

‘The Company
restated its financial statements for the six months ended June 30, 2024 as a result of a change in classification of credit loss expense
to net revenue and a related adjustment to its allowance for credit losses. During the preparation of the financial statements for the
six months ended June 30, 2024, the Company identified and corrected its accounting for its allowance for credit losses and its credit
loss expense. The Company’s allowance for credit losses of $122,190 did not require adjustment during the six months ended June
30, 2024 and as a result, the Company reversed its credit loss expense associated with this adjustment. The remaining $1,199,155 of credit
loss expense for the six months ended June 30, 2024 was reclassified to net revenue as variable consideration accounted for under ASC
606.’

      2

 3. We note your draft disclosures for the estimation of variable consideration
and service fees – net (PIP) which indicate that these revenues are based on a 49% collection history and allowances for contractual
adjustments and uncollectible amounts. Please revise your reference to "collections", "historical collection rates"
and "net collection percentage" in the context of your revenue recognition policy to better distinguish between how you consider
variable consideration in the context of estimating the transaction price for revenue recognition purposes under ASC 606 versus estimating
the collectability of accounts receivable within the scope of ASC 326. Refer to ASC 606-10-25-1.e. for identifying the contract and to
ASC 606-10-32-5 through 32-14 for identifying various forms of variable consideration and estimating variable consideration within the
context of determining the transaction price of a contract for purposes of recognizing revenue. Refer to ASC 326-20-30-1 through 30-10
regarding estimating expected credit losses to recognize the net amount expected to be collected. Please also address this comment with
your additional subsequent events disclosure.

Response:

We have revised
our disclosures which change the reference from “collections” to “settlement realization” to better align the
terminology within the context of our accounting under ASC 606. We have also added disclosure describing how we intend on using the terms
within the financial statements. As an example, below are our revised disclosures.

Accounts Receivable

‘The Company
uses the term collection and collection rate in its disclosures to describe the historical less than 1% occurrence of not collecting under
a contract, which aligns with the Company’s credit loss accounting under ASC 326.’

Revenue Recognition

The Company
uses the term settlement realization in its disclosures to describe the amount of cash the company expects to receive based on its estimate
of the transaction price under the expected value method of ASC 606.

Service Fees – Net (PIP)

‘Prior to
its fiscal year 2024, the Company has historically had a 49% settlement realization rate from its total gross billed charges. Accordingly,
the Company has historically recognized net healthcare service revenue as 49% of gross billed charges. However, during the six months
ended June 30, 2024, the Company underwent efforts to accelerate cash settlements by accepting lower settlement realization rates in order
to settle outstanding accounts receivable more quickly. As a result of the new effort, during the six months ended June 30, 2024 the Company
realized a 42.3% average settlement rate of its gross billed charges during this time frame, which were historically recorded in accounts
receivable and revenue at 49% of gross billings. As a result of this reduced settlement realization percentage, the Company recorded a
reduction to net revenue of $859,321 and $1,199,155 for the three and six months ended June 30, 2024, respectively.’

Subsequent
events

‘Subsequent
to June 30, 2024, the Company identified a reduction in the settlement realization rate of its gross contractual billings as a result
of increasing its lookback period and refreshing its data obtained from its third party billing company. The Company completed a thorough
review of its third party billing data, including reviewing historical reports and new reporting methods as a part of its updated analysis.
Based on the new data analysis of its historical settlement realization rates, using a 24-month lookback analysis the Company determined
its estimate of its settlement realization rate was reduced from 49% to 44.2%. The Company applied this reduced settlement realization
rate against its accounts receivable balance resulting in a $1.7 million reduction in its accounts receivable and revenue in the third
quarter 2024. The Company will continue to evaluate its estimate of its settlement realization rates in the future, which will include
a monthly review of the Company’s trailing 24-month historical settlement realization rate, along with estimates of current and
pending settlements through ongoing discussions with attorneys, doctors and the Company’s third party medical billing company in
order to determine its variable consideration under ASC 606 and the net transaction price.

      3

 4. Please expand your draft disclosures for variable consideration to disclose
each type of variable consideration you estimate to determine the amount of the transaction price for each contract and how each type
of variable consideration is estimated in accordance with ASC 606-10-50-17 and 50-20. To the extent that any portion of your variable
consideration is constrained, please disclose as such including an explanation of the facts and circumstances resulting in the amount
being constrained, your policy for reassessing these factors, and what needs to occur for the amount to be recognized. Refer to ASC 606-10-32-5
through 32-9 and ASC 606-10-32-11 through 32-14 for guidance.

Response:

We have revised
our disclosures, partially included below, to better described forms of variable consideration, including their estimation, which are
included in our transaction price. We have not constrained any of our variable consideration as once we estimate our net revenue under
the expected value method we believe it’s not probable that a significant reversal in the amount of the cumulative revenue recognized
would occur in a future period. Subsequent to the quarter ended June 30, 2024, we revised our estimation method for determining the net
transaction price under the expected value method. As a result of this revision, we determined the rate we used to estimate variable consideration
under the expected value method required adjustment.

Revenue Recognition

‘The Company
is typically paid amounts based on established charges per procedure with guidance from the annually updated CPT guidelines that designates
relative value units and a suggested range of charges for each procedure which is then assigned a CPT code. This gross charge is discounted
to reflect the percentage paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible,
co-pay, and contractual adjustments which are deducted from the calculated fee. These adjustments are considered variable consideration
under ASC 606 and are deducted from the calculated fee to arrive at the net transaction price. The Company also estimates changes in the
contract price as a result of price concessions, changes to deductibles, co-pays and other contractual adjustments to determine the eventual
settlement amount the Company expects to receive. The Company uses the term settlement realization in its disclosures to describe the
amount of cash the company expects to receive based on its estimate of the transaction price under the expected value method of ASC 606.

Where appropri

September 27, 2024
Matthew Shafer
Chief Financial Officer
Cardiff Lexington Corp
3753 Howard Hughes Parkway, Suite 200
Las Vegas, NV 89169
Re:Cardiff Lexington Corp
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 27, 2024
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Filed August 14, 2024
Response Letters Dated September 13, 2024 and September 16, 2024
File No. 000-49709
Dear Matthew Shafer:
            We have reviewed your September 13, 2024 and September 16, 2024  responses to our
comment letter and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our August 16, 2024 letter.
Response Letters Dated September 13, 2024 and September 16, 2024
Annexes A, B and C
Please expand your draft disclosures to explain how you assessed that your collection rate
is 99% given that an aging of your accounts receivable is not available for your specific
circumstances.  As part of this disclosure, provide a discussion of how management is
monitoring the outstanding settlement/trial cases underlying the accounts receivable to
assess when the settlements or trial awards have been finalized, when only partial
settlements or trial awards occur, or when no settlement occurs, a trial results in a loss and
the case is abandoned.  Finally, please provide an investor with sufficient information to
understand the length of time that the accounts receivable balance has been outstanding
(e.g., $X outstanding for 1 year, $X outstanding for 2 years, $X amount outstanding for 3 1.

September 27, 2024
Page 2
years).  Refer to ASC 326-20-55-37 through 55-40.
2.We note that you originally recognized bad debt expense of $1,242,017.  We further note
that you reassessed that $1,199,155 of the original bad debt expense should have been
recognized as variable consideration with a reduction to revenue.  Please expand your
draft disclosures to provide a detailed explanation of why you reversed the remaining
$42,862 of bad debt expense, resulting in an increase to income from operations of
$16,647 to $59,509 for the six-months June 30, 2024.
3.We note your draft disclosures for the estimation of variable consideration and service
fees – net (PIP) which indicate that these revenues are based on a 49% collection history
and allowances for contractual adjustments and uncollectible amounts.   Please revise
your reference to "collections", "historical collection rates" and "net collection
percentage" in the context of your revenue recognition policy to better distinguish
between how you consider variable consideration in the context of estimating the
transaction price for revenue recognition purposes under ASC 606 versus estimating the
collectability of accounts receivable within the scope of ASC 326.  Refer to ASC 606-10-
25-1.e. for identifying the contract and to ASC 606-10-32-5 through 32-14 for identifying
various forms of variable consideration and estimating variable consideration within the
context of determining the transaction price of a contract for purposes of recognizing
revenue.  Refer to ASC 326-20-30-1 through 30-10 regarding estimating expected credit
losses to recognize the net amount expected to be collected.  Please also address this
comment with your additional subsequent events disclosure.
4.Please expand your draft disclosures for variable consideration to disclose each type of
variable consideration you estimate to determine the amount of the transaction price for
each contract and how each type of variable consideration is estimated in accordance with
ASC 606-10-50-17 and 50-20.  To the extent that any portion of your variable
consideration is constrained, please disclose as such including an explanation of the facts
and circumstances resulting in the amount being constrained, your policy for reassessing
these factors, and what needs to occur for the amount to be recognized.  Refer to ASC
606-10-32-5 through 32-9 and ASC 606-10-32-11 through 32-14 for guidance.
Please address the following regarding your correction of an error:
•Revise the explanation for the amendment to the Form 10-K and provide an
explanation for the amendment for the Forms 10-Q that provides an investor with the
specific reason for each of these amendments.
•Ensure all financial statement columns/rows and related footnote disclosures that
have been revised to correct the error are labeled as restated, including but not limited
to the condensed consolidated statements of cash flows for both interim periods, the
condensed consolidated statements of stockholders’ equity (deficiency) and the assets
table to Note 16 as of June 30, 2024.
Provide a description of the nature of the error including how you initially accounted
for the transactions and how you are now accounting for the transactions.  In this
regard, we note your reference to the decrease in net revenue as a result of a decrease
in the average collection percentage of your gross billed charges.  However, your
responses have indicated that the impact is due to a business decision to accept a
lesser amount to be able to collect on the amount due sooner that was initially •5.

September 27, 2024
Page 3
recognized as a credit loss under ASC 326 rather than as a price concession under
ASC 606.
•Provide a discussion of the impact of this error on your disclosure controls and
procedures.
•File an Item 4.02 Form 8-K, or tell us why you do not believe one is required.
6.Please revise your discussion and analysis of revenue and liquidity in MD&A to clearly
explain the business decision made to offer a price concession in order to receive payment
sooner that resulted in a reduction in the amount of revenue recognized and the amount of
cash that will ultimately be received.  In this regard, it is unclear why you would
characterize the price concession as a decrease to your ability to collect your accounts
receivable.  Please also address whether management intends to continue offering price
concessions in future periods.  Refer to Item 303(b)(1)(i) and Item 303(b)(2) of
Regulation S-K and Sections III.B. and IV of SEC Release 33-8350 for guidance.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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Cardiff Lexington Corporation

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

September 16, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Tracey Houser

 Re: Cardiff Lexington Corp

    Form 10-K for Fiscal Year Ended December 31, 2023

    Filed March 27, 2024

    Form 10-Q for Fiscal Quarter Ended June 30, 2024

    Filed August 14, 2024

    Response Letter Dated August 7, 2024

    File No. 000-49709

Ladies and Gentlemen:

Attached to this letter is certain correspondence
that we have provided to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
supplementally in connection with our correspondence submitted to the Staff on September 13, 2024 related to the above referenced matters.
At the request of the Staff, we are now filing the same with the Commission as correspondence.

If you would like to discuss any matters relating
to the foregoing, please contact the undersigned at 844-628-2100 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

Sincerely,

Cardiff Lexington Corporation

By: /s/ Alex Cunningham

Alex Cunningham

Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

      1

MEMORANDUM

To: Cardiff Lexington
Corp

From: Corporate Accounting Department

Subject: SEC Comment Letter Response White Paper

Date: September 2024

PURPOSE:

To document the Company’s accounting position
related to its response to SEC Comment Letter 4, dated August 16, 2024

BACKGROUND:

Over the course of 2024, the Company has received
four comment letters from the SEC. Comment letters one through three related to the Company’s 10-K for the year ended December 31,
2023, including its amended 10-Ka filing, and comment letter four related to the Company’s 10-K and 10-Q filed for the six months
ended June 30, 2024 (the “Comment Letters”). As a result of the Comment Letters, the Company completed a comprehensive review
of its accounting under Accounting Standards Codification (“ASC”) 326, ASC 606 and an evaluation of whether the Company had
a change in estimate or a correction of an error in its previous filings.

EXECUTIVE SUMMARY:

The Company reviewed the SEC Comment Letter 4
and made the following determinations based on a review of the accounting guidance:

 · The Company will revise its application of ASC
326 and properly apply the loss rate method of accounting for its current expected credit losses. Under the loss-rate method, the Company’s
allowance for credit losses and credit loss expense will be immaterial to its accounts receivable and revenue balance in the financial
statements. The Company’s allowance for credit losses of $122,190 as of December 31, 2023 appears reasonable based on a review of
historical loss amounts.

 · Changes to the net realizable value of accounts
receivable subsequent to the Company recording revenue and accounts receivable need to be evaluated as variable consideration when recording
revenue. This is because the change in the net realizable value of accounts receivable is due to a change in the transaction price of
the original contract and not a result of a change in the credit risk profile of the customer.

 · The differences in settlement rates between the
49% recorded to revenue at contract signing and ultimate rate realized when collecting accounts receivable should be considered variable
consideration at contract inception. This variable consideration needs to be estimated and constrained, reducing revenue.

 · The Company has two types of variable consideration
as of the second quarter 2024:

 o First is the small change between the 49% recognized as revenue and the lesser amount collected (typically
47-49%). These adjustments to the transaction price have been happening historically and can be estimated. The Company has not accounted
for these changes as variable consideration in the past, but should on a go forward basis. These adjustments have been immaterial in the
past.

 o Secondly, is the large price concessions granted in 2024 to generate settlements and cash inflows. These
price concessions should be viewed as contract modifications with only a change in price. Under the contract modification guidance, a
contract with only a change in price with no future performance obligations will be accounted for using a cumulative catch up method.
As such, the Company will account for the contract as a modification using the cumulative catch up method, recording a reduction to revenue
in the second quarter 2024. As the Company has filed it 10-Q for the first quarter ended March 31, 2024, the Company will also revise
its first quarter 10-Q to reflect the contract modification accounting applicable through the first quarter 2024.

 · The Company completed a robust analysis of its
collection percentages over time and based on that review has a change in estimate of its accounting for variable consideration that will
be reflected in the third quarter 2024.

      2

ACCOUNTING GUIDANCE:

 · ASC 326, Financial Instruments – Credit
Losses (“ASC 326”)

 · PwC, Loans and investments (“PwC
Guide”)

 · EY, Current Expected Credit Losses (“EY
Guide”)

 · KPMG, Revenue Recognition (“KPMG
Guide”)

ACCOUNTING ISSUES
IDENTIFIED:

Issue 1:  How should the Company account
for its allowance for credit losses and credit loss expense under ASC326?

Issue 2: How should the Company account for
differences between its revenue recognized and its net realizable receivables given its minimal customer credit risk?

Issue 3: Determine if the concessions granted
are variable consideration

Issue 4: How should the Company account for
the price concession granted during the six months ended June 30, 2024.

Issue 5: Are the adjustments to revenue considered
a change in estimate or an error?

Issue 1: How
should the Company account for its allowance for credit losses and credit loss expense under ASC326?

Guidance (emphasis added in underline):

ASC 326-20-30-10 An entity’s
estimate of expected credit losses shall include a measure of the expected risk of credit loss even if that risk is remote, regardless
of the method applied to estimate credit losses. However, an entity is not required to measure expected credit losses on a financial asset
(or group of financial assets) in which historical credit loss information adjusted for current conditions and reasonable and supportable
forecasts results in an expectation that nonpayment of the amortized cost basis is zero. Except for the circumstances described in paragraphs
326-20-35-4 through 35-6, an entity shall not expect nonpayment of the amortized cost basis to be zero solely on the basis of the current
value of collateral securing the financial asset(s) but, instead, also shall consider the nature of the collateral, potential future changes
in collateral values, and historical loss information for financial assets secured with similar collateral.

ASC 326-20-30-2 An entity
shall measure expected credit losses of financial assets on a collective (pool) basis when similar risk characteristic(s) exist (as described
in paragraph 326-20-55-5). If an entity determines that a financial asset does not share risk characteristics with its other financial
assets, the entity shall evaluate the financial asset for expected credit losses on an individual basis. If a financial asset is evaluated
on an individual basis, an entity also should not include it in a collective evaluation. That is, financial assets should not be included
in both collective assessments and individual assessments

ASC 326-20-30-7 When developing
an estimate of expected credit losses on financial asset(s), an entity shall consider available information relevant to assessing the
collectability of cash flows. This information may include internal information, external information, or a combination of both relating
to past events, current conditions, and reasonable and supportable forecasts. An entity shall consider relevant qualitative and quantitative
factors that relate to the environment in which the entity operates and are specific to the borrower(s). When financial assets are
evaluated on a collective or individual basis, an entity is not required to search all possible information that is not reasonably available
without undue cost and effort. Furthermore, an entity is not required to develop a hypothetical pool of financial assets. An entity may
find that using its internal information is sufficient in determining collectability.

      3

ASC 326-20-30-3 The allowance
for credit losses may be determined using various methods. For example, an entity may use discounted cash flow methods, loss-rate
methods, roll-rate methods, probability-of-default methods, or methods that utilize an aging schedule. An entity is not required
to utilize a discounted cash flow method to estimate expected credit losses. Similarly, an entity is not required to reconcile
the estimation technique it uses with a discounted cash flow method.

PwC Guide Section 7.7.1 - Unit of measurement
for assessing trade receivable in CECL

As discussed in LI 7.3.3, ASC 326-20-30-2
requires a reporting entity to use a pooled approach to estimate expected credit losses for financial assets with similar risk characteristics.
If a financial asset does not share similar risk characteristics with other financial assets held by the reporting entity, the allowance
for credit losses should be determined on an individual basis. Similar risk characteristics for trade receivables may include customer
credit rating, trade receivable aging category (e.g., 30-90 days past due), industry, geographical location of the customer, product
line, and other factors that may influence the likelihood of the customer not being able to pay for the goods or services.

PwC Guide Section Section 7.7.3 Lifetime
expected credit losses on trade receivables

As discussed in LI 7.3.6 (after adoption of
ASU 2022-02) or LI 7.3.6A (before adoption of ASU 2022- 02), once reporting entities adopt the expected credit loss model, determining
what data is relevant in estimating expected credit losses will become a critical part of the allowance assessment. Under the CECL model,
reporting entities can leverage historical loss data, but CECL also requires forward looking information and forecasts to be considered
in determining credit loss estimates.

Most reporting entities have access to historical
loss data that they have been using to estimate an allowance for doubtful accounts under the incurred loss model. This data allows
reporting entities to estimate the percentage of uncollectible accounts or the amount of bad debt expense, typically as a percentage of
accounts receivable, sales, or a combination of these metrics. Reporting entities may aggregate this data and analyze how it trends
over time. Reporting entities can utilize historical data to understand and identify factors that resulted in historical credit losses
and incorporate those factors into their analysis of future expected credit losses.

PwC Guide Question LI 7-7 Is
multiplying an annual historical loss rate by the remaining contractual term of a financial asset and applying this to the amortized cost
basis of an asset (or pool of assets) an acceptable method to estimate allowances for credit losses under CECL?

PwC response Solely using an annual historical
loss rate to estimate an allowance for credit losses may not be appropriate under CECL. The use of an annual historical loss rate may
not appropriately reflect management’s expectation of current economic conditions or its forecasts of economic conditions. Instead,
historical loss data should be used as one of many factors to estimate a CECL allowance

      4

PwC Guide Question LI 7-8 Is
the WARM method an acceptable method to estimate allowances for credit losses under CECL?

PwC response The WARM method is one of many
methods that may be used to estimate the allowance for credit losses for less complex pools of financial assets under ASC 326-20. This
method is discussed in a FASB staff Q&A document available on the FASB’s website. The WARM method simplifies the quantitative
calculation of estimated expected credit losses by using an average annual charge-off rate that is determined using historical loss information.
In order to calculate estimated expected credit losses at the balance sheet date, the WARM method requires an entity to multiply the annual
charge-off rate by the estimated amortized cost basis of a pool of financial assets over the pool’s remaining contractual term,
adjusted for prepayments. Generally, the WARM method’s quantitative calculation will not, by itself, be sufficient. Qualitative
adjustments will generally be necessary in order to compensate for the method’s simplifying assumptions. For example, the
average charge-off rate may not appropriately reflect management’s expectation of current economic conditions or its forecasts of
economic conditions. In addition, there may be other challenges, such as a lack of historical loss data, losses with no predictive
patterns, current pools that significantly differ from historical pools, a low number of loans in a pool, or changes in the economic environment.
The FASB staff’s Q&A acknowledges that a qualitative adjustment may be needed to reflect these considerations. Additional considerations
may be required when using the WARM method. For products with loss profiles that suggest losses do not occur in the same pattern for each
year of an asset’s life, adjustments to consider seasonality and other such factors may be required. Additional adjustments may
be required if historic loss information is gathered from an “open” pool (and in the case of the FASB staff’s Q&A,
a growing pool) of loans because a credit loss estimate should only consider existing assets as they “run-off.” There may
be other factors or considerations that should be considered depending on the nature and type of the assets. For entities that are considering
using the WARM method, the complexity of estimating and supporting the method’s qualitative adjustments may outweigh the benefits
of using the simplified quantitative approach.

Analysis:

The Company’s evaluation of ASC 326-20 applies
to it accounts receivable trade, net (“accounts receivable”) balance. The Company’s accounts receivable are within the
scope of CECL and, more specifically, ASC 326-20. Accounts receivable consist of amounts due from customers and should be stated at their
net realizable value. However, the timing between recording the accounts receivable and its eventual collection is typically 18 –
24 months. Due to the delay, the Company has a lag in its ability to assess its true collection percentages against it gross billings.
This can and has resulted in settlements of accounts receivable lower than the amount entered into, which the Company further evaluated
in Issue 1-4 below.

In specifically considering the amount of allowance
to record under ASC 326, the Company considered its historical loss percentages. These losses occur when the Company collects $0 for a
certain claim. This happens as a result of a loss at trial, or in other situations, however, these $0 loss situations occur rarely. The
Company does not and cannot maintain an accounts receivable aging due to the nature of its receivable balances, so the Company relies
on data from its third party billing provider.

In reviewing loss data from 2020-2023, the Company
determined that losses on accounts receivable were insignificant and rarely occurred. The Company’s actual losses from 2020-2023
were approximately $110k, over the course of this time period. While consideration of actual loss data is only one consideration under
ASC 326, the Company notes that its customers are subject to similar risk profiles, as the Company’s letters of protection provide
protection over the Company’s settlement of its accounts receivable. A

CORRESP
1
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Cardiff Lexington Corporation

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

September [*], 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Tracey Houser

  Re:
  Cardiff Lexington Corp

  Form 10-K for Fiscal Year Ended December 31, 2023

  Filed March 27, 2024

  Form 10-Q for Fiscal Quarter Ended June 30, 2024

  Filed August 14, 2024

  Response Letter Dated August 7, 2024

  File No. 000-49709

Ladies and Gentlemen:

We hereby submit the responses of Cardiff Lexington
Corporation (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated August 16, 2024, providing the
Staff’s comments with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2023, as amended (the “Form
10-K”), and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 10-Q”). Attached
hereto as Annex A is a draft copy of the Form 10-K with our proposed changes to address the Staff’s comments as described below.
Attached hereto as Annex B is a draft copy of an amendment to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the
“Q1 10-Q”) with our proposed changes to address the Staff’s comments as described below. Attached hereto as Annex
C is a draft copy of the Q2 10-Q with our proposed changes to address the Staff’s comments as described below. Additionally, as
provided to the SEC Staff supplementally is our detailed assessment memo of the accounting conclusions described in our responses below.

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

Form 10-Q for Fiscal Quarter Ended
June 30, 2024

1. Summary of Significant Accounting
Policies

Account Receivable, page 9

 1. We note that during the first quarter of fiscal year 2024 you recognized $0
credit loss expense for the accounts receivable recognized during the period. However, your accounting policy indicates that you use the
loss rate method to recognize an allowance for credit losses to present the net amount expected to be collected for trade receivables.
Based on your accounting policy and the guidance in ASC 326-20-30-1 through 30-10, it is unclear how you concluded that the associated
credit loss risk was zero. Please advise. To the extent that you did not recognize a credit loss expense for the accounts receivable recognized
during the second quarter of fiscal year 2024, please explain the appropriateness of your accounting.

Response:
Subsequent to filing our Q2 10-Q, we identified an error in our accounting
for credit loss expense and we are in the process of amending our filing, along with our Q1 10-Q and our Form 10-K. In our response below
to comment 1, we will provide an overview of the error we identified and our proposed edits, which will provide a response to question
1 and will provide context for further responses.

For the six months
ended June 30, 2024, we reported bad debt expense (credit loss expense) of $1,242,017 in our statement of cash flows. Similarly, in our
accounts receivable summary of significant accounting policies in footnote 1, we disclosed this charge as our current period provision
after adopting ASU 2016-13 “Financial Instruments – Credit Losses” and accounting for credit loss expense under ASC
326. After further investigation, we determined the bad debt expense of $1,242,017 does not constitute credit loss expense as it does
not relate to a deterioration in the credit worthiness of our customers under ASC 326-20. Further evaluation is provided next:

      1

What do we
consider credit loss expense under ASC 326 and what do we plan to disclose

In considering the amount of allowance
and credit loss expense to record under ASC 326, we considered our historical loss percentages under the loss rate methodology of ASC
326-20-30-3. We chose this methodology as we do not currently maintain an accounts receivable aging due to the nature of our receivable
balances. In reviewing loss data from 2020-2023, we determined that losses on accounts receivable were insignificant. Our actual losses
from 2020-2023 were approximately $110,000 (rounded). As our accounts receivable balances are maintained for 18-24 months while settlements
develop, the relevant data used to support this analysis is through 2023. While 2024 data is relevant to support this analysis, we do
not believe there is a change in the creditworthiness of our customers and our resulting loss rates that would warrant an increase in
our allowance during the six months ended June 30, 2024. As such, our ending allowance for credit losses should be $122,190 as of June
30, 2024, which is the same allowance for credit losses that we reported as of December 31, 2023.

Our revised disclosure in our accounts
receivable summary of significant accounting policies in footnote 1 is provided as follows for the six months ended June 30, 2024. A similar
disclosure will be included in amended filings for our Q1 10-Q and our 10-K:

“Accounts Receivable

In the normal course of business, the
Company is in the lien based medical industry providing orthopedic healthcare servicing an uninsured market insulated by a letter of protection
which insulates the Company and insures payment in full from insurance settlements. Accounts receivable consists of amounts due from attorneys
and insurance providers for services provided to patients under the letter of protection. The accounts receivable are recorded at the
expected settlement amount, which is less contractual adjustments and an allowance for credit losses. The Company recognizes an allowance
for credit losses for its accounts receivable to present the net amount expected to be collected as of the balance sheet date. This allowance
is determined based on the history of net settlements received by the Company, where the net settlement amount is not collected. No collection
can happen if no settlement is reached with the defendant’s insurance company and the plaintiff (the patient) loses the case at
trial, or the case is abandoned, then the Company will not be able to collect on its letter of protection and its receivable will not
be collected. In the case of a partial settlement or award at trial, the Company might only be able to collect a portion of its receivable.
Additionally, the Company considers economic factors and events or trends expected to affect future collections experience. The net settlement
history of the Company’s customers is considered in future assessments of collectability as these patterns are established over
a longer period.

The Company does not have a significant
exposure to credit losses as the Company has historically had a 99% collection rate based on net settlements recorded to its accounts
receivable. Although possible, no collection on settlements is rare based on the Company’s historical experience. The Company typically
collects on its accounts receivable between eighteen and twenty-four months after recording. The Company does not adjust its receivables
for the effects of a significant financing component at contract inception as the timing of variable consideration is determined by the
settlement, which is outside of the Company’s control. As of June 30, 2024 and December 31, 2023, the Company’s allowance
for credit losses was $122,190. The Company recognized $0 and $270,000 of credit loss expense during the six months ended June 30, 2024
and 2023, respectively, which is included in selling, general and administrative expenses in the condensed consolidated statement of operations.”

How will the
Company account for the $1,242,017 it previously reported as credit loss expense for the six months ended June 30, 2024

We further evaluated
our accounting for the bad debt expense reported of $1,242,017 and determined that the expense was the result of our receiving settlements
earlier than previously contemplated, which was a new effort established towards the end of the first quarter 2024 and throughout the
second quarter 2024.

      2

As such, we considered
the guidance in ASC 606-10-45-4 that discusses credit risk versus variable consideration. Based on our review, we determined our reduced
settlements during the six months ended June 30, 2024 were the result of price concessions being granted during the settlement process.
Additionally, we considered whether our price concessions were variable consideration and determined they were variable consideration,
as if the concessions were known or knowable at contract inception, the concession would have affected the amount of consideration recognized
in accordance with ASC 606-10-32-5 - 12.

Once we determined
the reduced settlements should be accounted for as variable consideration and that we had no prior practice of granting these concessions,
we would account for the change as a contract modification affecting price only under ASC 606-10-25-12(a).

Accordingly, we will reduce our reported
bad debt expense by $1,242,017. This will be reflected as a reduction of revenue for the six months ended June 30, 2024 of $1,199,155
and a reduction of our allowance for credit losses by $42,862. We will also revise our Q1 10-Q as attached to remove bad debt expense
and show a reduction in revenue.

The following tables will be included
in our Footnote 2 – Restatement of Financial Statements for each period noted below. Also reference the attached Annex for the Q1
10-Q for the tables included in the Q1 10-Q:

      3

Additionally,
we will revise our footnote 1 disclosure surrounding our revenue recognitions as follows:

“In order to determine net revenue,
the Company must estimate the variable consideration in the contract at inception. Established billing rates are not the same as actual
amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately paid
by the customer, insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at that
rate. The Company is typically paid amounts based on established charges per procedure with guidance from the annually updated CPT guidelines
that designates relative value units and a suggested range of charges for each procedure which is then assigned a CPT code.

This fee is discounted to reflect the
percentage paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay,
and contractual adjustments which are deducted from the calculated fee. These adjustments to the transaction price are considered variable
consideration, which is deducted from revenue and accounts receivable and the net revenue is recorded at the time the services are rendered.
Where appropriate, the Company utilizes the expected value method to determine the appropriate amount for estimates of variable consideration.
The estimates of reserves established for variable consideration reflect current contractual requirements, the Company’s historical
experience, specific known market events and trends, industry data and forecasted patient data and settlement patterns. The amount of
variable consideration that is included in the transaction price may be constrained and is included in net revenue only to the extent
that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.
Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results vary from the Company’s
estimates, the Company adjusts these estimates in the period such change in estimate becomes known, which could affect net revenue and
earnings in the period of the adjustment.

Service Fees – Net (PIP)

The Company generates services fees
from performing various procedures on the date the services are performed. These services primarily include slip and falls as well as
smaller nominal Non-PIP services. These revenues are based on established insurance billing rates, less allowances for contractual adjustments
and uncollectible amounts. These contractual adjustments vary by insurance company and self-pay patients. The Company computes these contractual
adjustments and collection allowances based on its historical collection experience.

      4

Completing the paperwork for each case
and preparing it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed
electronically except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four
weeks from electronic filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional
information.

The Company’s healthcare revenues
are generated from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services,
the Company is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation.

Prior to its fiscal year 2024, the Company
has historically received 49% of collections from total gross billed charges. Accordingly, the Company has historically recognized net
healthcare service revenue as 49% of gross billed amounts. However, during the six months ended June 30, 2024, the Company underwent efforts
to accelerate cash collections throughout 2024. As a result of the new collections efforts, during the six months ended June 30, 2024
the Company realized a 42.3% average collection percentage of its gross billed charges collected during this time frame, which were historically
recorded in accounts receivable and revenue at 49% of gross billings. As a result of this reduced collection percentage, the Company recorded
a reduction to net revenue of $859,321 and $1,199,155 for the three and six months ended June 30, 2024, respectively.

The Company will continue to reassess
its net collection percentage in the future and incorporate changes in collections in its estimate of variable consideration due under
its contracts. See additional disclosure in Note 17 ( Subsequent Events) regarding the Company’s collection percentage subsequent
to the quarter ended June 30, 2024.

Contract Fees (Non-PIP)

The Company has contract fees for amounts
earned from its Non-Personal Injury Protection (“PIP”) related procedures, typically car accidents, and are collected on a
contingency basis. Prior to April 2023, these cases were sold to a factor who bears the risk of economic benefit or loss. Generally, the
sale of these cases to a third party factor resulted in an approximate 54% reduction from the accounts receivables amounts. After selling
patient cases to the factor, any additional funds collected by the Company were remitted to the factor. The Company evaluated the factored
adjustments considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that
were factored were recorded in finance charges as other expenses on the consolidated statement of operations. As a result of eighteen
to twenty-four month collection timeframe, the Company has an accrued liability resulting from the collections of receivables sold to
the third party factors which fluctuates as collections are made and remitted to those third party factors. These accounts receivables
sold to these third party factors are not included in the Company’s financial statements accounts receivable balance once sold and
therefore are not part of the assessment of accounts receivable collectability. For the six months ended June 30, 2023, the Company fac

August 16, 2024
Matthew Shafer
Chief Financial Officer
Cardiff Lexington Corp
3753 Howard Hughes Parkway, Suite 200
Las Vegas, NV 89169
Re:Cardiff Lexington Corp
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 27, 2024
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Filed August 14, 2024
Response Letter Dated August 7, 2024
File No. 000-49709
Dear Matthew Shafer:
            We have reviewed your August 7, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 30, 2024 letter.
Form 10-Q for Fiscal Quarter Ended June 30, 2024
1. Summary of Significant Accounting Polices
Accounts Receivable, page 9
We note that during the first quarter of fiscal year 2024 you recognized $0 credit loss
expense for the accounts receivable recognized during the period.  However, your
accounting policy indicates that you use the loss rate method to recognize an allowance
for credit losses to present the net amount expected to be collected for trade receivables.
Based on your accounting policy and the guidance in ASC 326-20-30-1 through 30-10, it
is unclear how you concluded that the associated credit loss risk was zero.  Please advise.
To the extent that you did not recognize a credit loss expense for the accounts receivable
recognized during the second quarter of fiscal year 2024, please explain the 1.

August 16, 2024
Page 2
appropriateness of your accounting.
2.Please disclose the carrying value of the accounts receivable factored (sold) during the
six-months ended June 30, 2023 along with the corresponding amount of cash received
from the third party(s).  Refer to comments 1 and 3 along with the guidance in ASC 326-
20-50- 11.i.
3.We note your disclosure on page 10 that the $1,242,017 of credit loss expense recognized
during the six months ended June 30, 2024 is not material in relation to the accounts
receivable balances and revenue.  Please revise this statement to clarify that the expense is
material, as it is 25% of your revenue and is substantially in excess of income from
continuing operations and net loss.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 46
4.We note your disclosure on page 48 that the average collection time for accounts
receivable is approximately 470 days from the patient’s initial date of service, which is
the same disclosure provided in your fiscal year 2023 Form 10-K for fiscal year 2023.
However, on page 9, you state, “[c]ollection of that revenue typically occurs eighteen to
twenty-four months later and after the patient claim develops and settles.” We further note
your statements on pages 10, 44, 46 and 47 that you have “experienced lower than normal
settlements [of your] accounts receivable”.  Please revise your disclosures to address these
apparent inconsistencies.
5.We note your response to the fourth bullet of comment 2 and to comment 5.  We further
note that for the six-months ended June 30, 2024, you have recognized total expense of
$1,242,017 to the allowance for credit loss and wrote-off $1,199,155 from the allowance.
Please expand your disclosures to provide a comprehensive discussion and analysis of the
credit loss expense recognized for the current period, any adjustments to previously
recognized credit loss expense, and the write-offs of the accounts receivable-net deemed
uncollectible to provide investors with sufficient information to understand the specific
facts and circumstances impacting the recoverability of accounts receivable-net.  This
disclosure should include quantification of the components of the $1,242,017 expense.
To the extent that a portion of the expense relates to you accepting a reduced amount to
settle outstanding accounts receivable-net, please disclose the specifics about each of
these fact patterns, the carrying amount of the accounts receivable-net and the settlement
amount received, and how such settlements are possible given your statement that you do
not receive payment until the patient receives a settlement.
We note your statements on pages 44 and 46 that your repayment of the liability
associated with third-party factoring of accounts receivable from previous years is
impacting the increase in bad debt expense and you are experiencing lower than normal
settlements of your accounts receivable.  In response to the third bullet of comment 1 in
our letter dated July 16, 2024, you revised your disclosures on page 46 of Amendment
No. 3 to Form 10-K for fiscal year ended December 31, 2023, to state that the accrued
liability for collections of previously factored receivables represents the collections (i.e.,
cash received) for the receivables sold to third party factors where the collections received
are then remitted to the third party factors.  Given the nature of this liability, and the fact
that your previously factored receivables are no longer reflected on your balance sheet, it 6.

August 16, 2024
Page 3
is not clear how the repayment of this liability would impact the collectability of your
accounts receivable balances as of each period presented. As such, please remove
reference to the settlement of this liability from your discussion of the collectability of
your accounts receivable-net balance and the associated allowance for credit loss expense.
Also, please remove the reference in the analysis provided for selling, general and
administrative expenses for both periods presented.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
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Cardiff Lexington Corporation

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

August 7, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Tracey Houser

  Re:
  Cardiff Lexington Corp

  Form 10-K for Fiscal Year Ended December 31, 2023

  Filed March 27, 2024

  Amendment No. 1 to Form 10-K for Fiscal Year Ended
December 31, 2023

  Filed July 24, 2024

  Response Letter Dated July 24, 2024

  File No. 000-49709

Ladies and Gentlemen:

We hereby submit the responses of Cardiff Lexington
Corporation (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated July 30, 2024, providing the Staff’s
comments with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2023, as amended (the “Form 10-K”).

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

Amendment No. 2 to Form 10-K for
Fiscal Year Ended December 31, 2023

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Summary of Cash Flow, page 41

 1. As previously requested in comment 1, please provide a comprehensive discussion
of the reasons underlying changes in your accounts receivable-net balances for each period presented. In this regard, you state that prior
to fiscal year 2022, you factored (sold) the vast majority of your accounts receivable to third party(s), which does not explain the significant
increase in your accounts receivable-net balance from December 31, 2022 through December 31, 2023. To allow an investor to better understand
the significant changes in your accounts receivable-net balance, disclose the amount of the accounts receivable that were sold to third
party(s) during fiscal year 2022 compared to fiscal year 2023 and the corresponding amount of cash received from the third party(s) for
each period. Finally, disclose the average collection time for the accounts receivable-net.

Response: We have revised the Form 10-K in accordance
with the Staff’s comment.

      1

Critical Accounting Policies

Account Receivable, page 46

 2. We note the expanded disclosures you provided in response to the third bullet
of comment 1 regarding your assessment that you have a 99% collection rate based on net settlements recorded to your accounts receivable
and revenue and have the following additional comments:

 · Considering your history of factoring of receivables at a 54% reduction of yield,
it is not clear how you concluded that you collected 99% of accounts receivable and revenues. In this regard, we note that the reductions
from accounts receivable that were factored were recorded in finance charges as other expenses. We do not believe it is appropriate to
present a collection rate that does not include the impact of your factoring agreements. Please advise or revise your disclosures as appropriate;

Response:
We have revised the Form 10-K in accordance with the Staff’s comment.

 · Please provide a more company-specific explanation that addresses the fact that
you acquired the healthcare business on May 31, 2021, along with your history of factoring these receivables at a 54% reduction of yield
through April 2023. In this regard, your disclosure states that the collection rates are estimated considering your 48-month historical
collections with primary emphasis to the most current 12-month period. However, based on the May 31, 2021 acquisition date, we note that
as of December 31, 2023, you have provided healthcare services for only two years and seven months and the vast majority of that time
you sold the rights to those receivables to third party(s);

Response:
We have revised the Form 10-K in accordance with the Staff’s comment.

 · Disclose whether there have been any instances of no settlement or a settlement
in which your accounts receivables were not covered;

Response:
We have revised the Form 10-K in accordance with the Staff’s comment.

 · Finally, address the fact that it appears that you have recognized bad debt expense
in excess of the credit loss recognized for fiscal year 2023 and the first quarter of fiscal year 2024.

Response: The Company recognizes
credit losses when such losses are expected. These credit losses include those amounts the Company determines will not be collectible
when billed. Historically, the Company has conducted an annual assessment of its collectability rate of its patients accounts receivables,
and then records a provision for changes to this collectability rate as a provision. The Company calculates a forward-looking collectability
rate which it then applies to its gross billings. The amount recorded in accounts receivables approximates the amount expected to actually
be collected. The allowance for credit losses represents any adjustments deemed necessary to the collectability rate based upon an annual
review of both actual collections, as well as any changes in industry billing and collection, and/or legal practices.

For the periods ending December 31, 2023
and March 31, 2024, the Company recorded bad debt expense in excess of credit loss recognized in those periods, which is as a result of
the Company recording direct write offs when deemed uncollectible in accordance with ASC 326-20-35-8 and accounts receivable true up adjustments
to bad debt expense. During the year ended December 31, 2023, the Company recorded a $270,000 provision less a $147,810 adjustment to
that provision for the change in collectability rate to the roll forward of allowance for credit losses. Also, during this period, the
Company recorded bad debt expense of $132,281, which consisted of the $270,000 charge and the $147,810 credit as well as direct write
offs of $10,091. During the three months ended March 31, 2024, the Company recorded bad debt expense of $339,834, which is comprised of
a $75,000 returned insufficient funds check and $264,834 of direct write offs. The Company continues to assess its collections of its
accounts receivable through industry analysis and its collectability rate assessment of 99% by applying a 12-month historical look back
to collections from settlements made on claims. More recently, during the six months ending June 30, 2024, the Company observed that it
made some settlements with patients for amounts less than it normally would make as a result of wanting to access these funds sooner in
order to pay down the liability it has for previous factored (sold) accounts receivables. Also, during the period the Company made settlements
on several high dollar claims for amounts lower than expected due to many other healthcare providers also being parties to those claims
settlements as well. Both of these instances are not expected to continue as trends and are considered one time events. Based on the Company’s
accounts receivable balances and its revenue, the Company does not believe its ongoing bad debt in its normal course of business cycle
is a material amount.

      2

The following table
summarizes the activities in the roll forward of the allowance for the periods ended December 31, 2023 and March 31, 2024:

    Allowance for Credit Losses
    Bad Debt Expense

    Beginning Balance January 1, 2023
    $ –

    Current period provision
      (122,190 )
      122,190

    Direct write-off - accounts receivable
      0
      10,091

    Balance at December 31, 2023
    $ (122,190 )
    $ 132,281

    Beginning Balance January 1, 2024
    $ (122,190 )

    Current period provision
      0
      0

    Direct write-off - accounts receivable
      0
      339,834

    Balance at March 31, 2024
    $ (122,190 )
    $ 339,834

1. Summary of Significant Accounting
Policies

Account Receivable, page F-9

 3. Please expand your disclosures to provide the information required by ASC 326-20-50-11.i.,
ASC 326-20-50-14 and 50-15, and ASC 326-50-17.b through 50-17.c.

Response: We have revised the Form 10-K in accordance with the Staff’s
comment

 4. We
note the roll forward of allowance for credit losses provided in which you recognized a $270,000 provision during fiscal year 2023. We
further note that you recognized $132,281 in bad debt expense on your statement of cash flows. Please address this apparent inconsistency.
To the extent that the amount reflected on your statement of cash flows is in addition to the $270,000 provision recognized, explain
why you have not also recognized the $270,000 as a non-cash reconciling item and why you have not included the $132,281 bad debt expense
in the allowance for credit losses with reference to the guidance in ASC 326-20-35-8.

Response:
This question is addressed in response to above question 2, bullet point 4.

 5. We note your response to comment 2. It is unclear why the bad debt expense amount
recognized on the cash flow statement for the quarter ended March 31, 2024 is not included in the roll forward of credit loss. Refer to
ASC 326-20-35-8 for guidance. Further, address why no credit loss is required to be recognized in accordance with the guidance in ASC
326-20 for the accounts receivable recognized during this quarter.

Response:
This question is addressed in response to above question 2, bullet point 4.

 6. We note your response to comment 3. It remains unclear why you recognize your
entire accounts receivable-net balance as a current asset when you state that average collection time is 18 to 24 months, which exceeds
the average 12 months for classification as a current asset.

Response:
The Company has classified its accounts receivable in current assets in accordance with the requirements of ASC 210-10-45-3 and ASC 310—10-45-9.
The Company operates in the lien-based medical industry in which it provides orthopedic healthcare to uninsured patients. Its patients
have typically been in an accident and have filed a lawsuit as plaintiff against the defendant who is allegedly responsible for the accident
as the result of negligence or another tort. The Company’s business model is based around the premise that as part of its normal
operating cycle is that it initially routinely receives a letter of protection from its patients before the first date of service for
the patient and the patient’s legal counsel, which ensures payment in full from insurance once claims settle. By the nature of this
normal operating cycle, this creates extended accounts receivable collection periods, typically 18 to 24 months, which is very different
from traditional product or service businesses that collects a majority of receivables within 30, 60, and/or 90-day increments as part
of their normal operating cycles. The Company has concluded since its normal operating cycle is approximately 18 to 24 months, or the
period from first date of service to claim settlement date, and therefore the Company has classified its accounts receivable in current
assets in accordance with the requirements of ASC 210-10-45-3 and ASC 310—10-45-9.

      3

Revenue Recognition, page F-11

 7. As previously requested, please disclose the significant payment terms in accordance
with ASC 606-10-50-12.b.

Response:
We have revised the Form 10-K in accordance with the Staff’s comment

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at 844-628-2100 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

Sincerely,

Cardiff Lexington Corporation

By: /s/ Alex Cunningham

Alex Cunningham

Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

      4

July 30, 2024
Matthew Shafer
Chief Financial Officer
Cardiff Lexington Corp
3753 Howard Hughes Parkway, Suite 200
Las Vegas, NV 89169
Re:Cardiff Lexington Corp
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 27, 2024
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Filed July 24, 2024
Response Letter Dated July 24, 2024
File No. 000-49709
Dear Matthew Shafer:
            We have reviewed your July 24, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 16, 2024 letter.
Amendment No. 2 to Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Summary of Cash Flow, page 41
As previously requested in comment 1, please provide a comprehensive discussion of the
reasons underlying changes in your accounts receivable-net balances for each period
presented.  In this regard, you state that prior to fiscal year 2022, you factored (sold) the
vast majority of your accounts receivable to third party(s), which does not explain the
significant increase in your accounts receivable-net balance from December 31, 2022
through December 31, 2023.  To allow an investor to better understand the significant
changes in your accounts receivable-net balance, disclose the amount of the accounts 1.

July 30, 2024
Page 2
receivable that were sold to third party(s) during fiscal year 2022 compared to fiscal year
2023 and the corresponding amount of cash received from the third party(s) for each
period.  Finally, disclose the average collection time for the accounts receivable-net.
Critical Accounting Policies
Accounts Receivable, page 46
2.We note the expanded disclosures you provided in response to the third bullet of comment
1 regarding your assessment that you have a 99% collection rate based on net settlements
recorded to your accounts receivable and revenue and have the following additional
comments:

•Considering your history of factoring of receivables at a 54% reduction of yield, it is
not clear how you concluded that you collected 99% of accounts receivable and
revenues. In this regard, we note that the reductions from accounts receivable that
were factored were recorded in finance charges as other expenses. We do not believe
it is appropriate to present a collection rate that does not include the impact of your
factoring agreements. Please advise or revise your disclosures as appropriate; and
•Please provide a more company-specific explanation that addresses the fact that you
acquired the healthcare business on May 31, 2021, along with your history of
factoring these receivables at a 54% reduction of yield through April 2023. In this
regard, your disclosure states that the collection rates are estimated considering your
48-month historical collections with primary emphasis to the most current 12-month
period.  However, based on the May 31, 2021 acquisition date, we note that as of
December 31, 2023, you have provided healthcare services for only two years and
seven months and the vast majority of that time you sold the rights to those
receivables to third party(s).
•Disclose whether there have been any instances of no settlement or a settlement in
which your accounts receivables were not covered;
•Finally, address the fact that it appears that you have recognized bad debt expense in
excess of the credit loss recognized for fiscal year 2023 and the first quarter of fiscal
year 2024.
1. Summary of Significant Accounting Policies
Accounts Receivable, page F-9
3.Please expand your disclosures to provide the information required by ASC 326-20-50-
11.i., ASC 326-20-50-14 and 50-15, and ASC 326-50-17.b through 50-17.c.
We note the rollforward of allowance for credit losses provided in which you recognized a
$270,000 provision during fiscal year 2023.  We further note that you
recognized $132,281 in bad debt expense on your statement of cash flows.  Please address
this apparent inconsistency.  To the extent that the amount reflected on your statement of
cash flows is in addition to the $270,000 provision recognized, explain why you have not
also recognized the $270,000 as a non-cash reconciling item and why you have not
included the $132,281 bad debt expense in the allowance for credit losses with reference
to the guidance in ASC 326-20-35-8.
 4.

July 30, 2024
Page 3

5.We note your response to comment 2.  It is unclear why the bad debt expense amount
recognized on the cash flow statement for the quarter ended March 31, 2024 is not
included in the rollforward of credit loss.  Refer to ASC 326-20-35-8 for guidance.
Further, address why no credit loss is required to be recognized in accordance with the
guidance in ASC 326-20 for the accounts receivable recognized during this quarter.
6.We note your response to comment 3.  It remains unclear why you recognize your entire
accounts receivable-net balance as a current asset when you state that average collection
time is 18 to 24 months, which exceeds the average 12 months for classification as a
current asset.
Revenue Recognition, page F-11
7.As previously requested, please disclose the significant payment terms in accordance with
ASC 606-10-50-12.b.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Cardiff Lexington Corporation

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

July 24, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Tracey Houser

  Re:
  Cardiff Lexington Corp

  Form 10-K for Fiscal Year Ended December 31, 2023

  Filed March 27, 2024

  Response Letter Dated July 12, 2024

  File No. 000-49709

Ladies and Gentlemen:

We hereby submit the responses of Cardiff Lexington
Corporation (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated July 16, 2024, providing the Staff’s
comments with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

Form 10-K for Fiscal Year Ended December
31, 2023

1. Summary of Significant Accounting
Policies

Accounts Receivable, page F-9

 1. We note your response to prior comment 1. In addition to the expanded disclosures
requested in bullets 3, 5 and 6, please provide the following disclosures to better address your business model and how that model impacts
your operations, including the collectability of your receivables.

 · Provide a more comprehensive explanation of your healthcare services and business
model, including the general collection period for the services provided. As part of your enhanced disclosures, specifically discuss what
the Letter of Protection is, the parties to the letter, how it ensures full payment of the services provided, and what happens if a settlement
is not reached and/or is for less than the amount of revenue recognized for the services you provided.

Response:
We have revised the Form 10-K in accordance with the Staff’s comment.

 · Provide risk factor disclosures that specifically addresses the risks associated
with your receivable lifecycle of 18 to 24 months. Address the current lack of a process and the resources necessary to track the aging
of your accounts receivable and how this impacts your ability to accurately estimate that the receivable lifecycle is 18 to 24 months
and that you have a 99% collection rate.

Response:
We have revised the Form 10-K in accordance with the Staff’s comment.

 · Include a discussion in MD&A of your assessment that you have a 99% collection
rate. In this regard, we note that you acquired Nova Ortho and Spine LLC on May 31, 2021, with the initial fair value of the acquired
receivables at $4.1 million as of December 31, 2021, which was reduced to $0.7 million once the purchase price allocation was completed.
We also note your history of factoring these receivables at a 54% reduction of yield through April 2023. In addition, explain the nature
of the $1.2 accrued liability for collections of previously factored receivable and why such accrual is necessary. Address whether this
accrual impacts your assessment of accounts receivable collectability.

Response:
We have revised the Form 10-K in accordance with the Staff’s comment. With respect to the purchase allocation for Nova Ortho and
Spine LLC, we note that in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, we included acquired receivables of
$0.7 million. Thereafter, we filed our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”)
in which we included acquired receivables of $4.1 million. The $4.1 million acquired receivables number listed in the 2021 Form 10-K was
incorrect. The acquired receivables number was then revised in our Annual Report on Form 10-K for the year ended December 31, 2022 to
reflected the corrected number of $0.7 million.

 2. We note that the March 31, 2024 rollforward provided in your response letter
reports no provision recognized during the period. However, the cash flow statement reports bad debt of $339,834. Please address this
apparent inconsistency.

Response:
The bad debt expense in the cash flow statement represents (i) $75,000 returned for insufficient
funds check; and (ii) a $264,384 timing difference, as described below, which is essentially a trueup for the estimated annual average
collectability rate of 99% that is recorded to open accounts receivable as compared with actual specific individual settlements collected.
These are both recorded as direct write-offs against the asset rather than through our allowance for credit losses account.

Each
quarterly reporting period, we trueup open accounts receivable balances as individual claims are settled over time.  Our internal
books and records apply this average collectability rate to the gross billings of the patients we serve.   Our third-party
billing company records the funds received and applies them against the patients total on the third-party billing company’s system.
The individual settled amounts fluctuate in both amount and timing of receipt from that of the average estimated collectability rate (within
an immaterial amount) over the life-cycle of the related settled claim(s), which then is recorded to bad debt expense based on this timing.

 3. Please tell us how you concluded that it is appropriate to classify all of your
accounts receivable-net balance as current given the estimated general collection timeframe of 18 to 24 months.

Response:
The Company’s accounts receivables are comprised of patient accounts whose balances consist of amounts billed for services at various
dates at points in time throughout the development of each patient’s claim as one account per patient among the Company’s
accounts receivable. Individual charges for dates of service are not aged and the patient balance is considered a rolling account. The
collections of each patient’s accounts receivable account takes an estimated timeframe of 18 to 24 months on average to collect
from the first date of service. The 18-24 months is an average. Certain patient accounts are collected in less time and certain take longer
than the average. As previously discussed, the Company collects 99% of its accounts receivable.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at 844-628-2100 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

  Sincerely,

  Cardiff Lexington Corporation

  By:
   /s/ Alex Cunningham

  Alex Cunningham

  Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

      2

July 16, 2024
Matthew Shafer
Chief Financial Officer
Cardiff Lexington Corp
3753 Howard Hughes Parkway, Suite 200
Las Vegas, NV 89169
Re:Cardiff Lexington Corp
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 27, 2024
Response Letter Dated July 12, 2024
File No. 000-49709
Dear Matthew Shafer:
            We have reviewed your July 12, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 10, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
1. Summary of Significant Accounting Policies
Accounts Receivable, page F-9
We note your response to prior comment 1. In addition to the expanded disclosures
requested in bullets 3, 5 and 6, please provide the following disclosures to better address
your business model and how that model impacts your operations, including the
collectability of your receivables.
•Provide a more comprehensive explanation of your healthcare services and business
model, including the general collection period for the services provided. As part of
your enhanced disclosures, specifically discuss what the Letter of Protection is, the
parties to the letter, how it ensures full payment of the services provided, and what
happens if a settlement is not reached and/or is for less than the amount of revenue
recognized for the services you provided.1.

July 16, 2024
Page 2
•Provide risk factor disclosures that specifically addresses the risks associated with
your receivable lifecycle of 18 to 24 months. Address the current lack of a process
and the resources necessary to track the aging of your accounts receivable and how
this impacts your ability to accurately estimate that the receivable lifecycle is 18 to 24
months and that you have a 99% collection rate.
•Include a discussion in MD&A of your assessment that you have a 99% collection
rate. In this regard, we note that you acquired Nova Ortho and Spine LLC on May 31,
2021, with the initial fair value of the acquired receivables at $4.1 million as of
December 31, 2021, which was reduced to $0.7 million once the purchase price
allocation was completed. We also note your history of factoring these receivables at
a 54% reduction of yield through April 2023. In addition, explain the nature of the
$1.2 accrued liability for collections of previously factored receivable and why such
accrual is necessary. Address whether this accrual impacts your assessment of
accounts receivable collectability.

2.We note that the March 31, 2024 rollforward provided in your response letter reports no
provision recognized during the period. However, the cash flow statement reports bad
debt of $339,834. Please address this apparent inconsistency.
3.Please tell us how you concluded that it is appropriate to classify all of your accounts
receivable-net balance as current given the estimated general collection timeframe of 18
to 24 months.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Cardiff Lexington Corporation

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

July 12, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Tracey Houser

 Re: Cardiff Lexington Corp

    Form 10-K for Fiscal Year Ended December 31, 2023

    Filed March 27, 2024

    File No. 000-49709

Ladies and Gentlemen:

We hereby submit the responses of Cardiff Lexington
Corporation (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated July 10, 2024, providing the Staff’s
comments with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

 1. We note that as of December 31, 2023, the accounts receivable-net balance is
$13,305,254 compared to total revenue of $11,853,266 for fiscal year 2023. Please address the following:

 · Comprehensively explain why the accounts receivable-net year-end balance increased
$6,701,334, or 101.5%, compared to the revenue increase of $1,160,070, or 10.8%. Also, with reference to the $2,661,966 revenue recognized
for the first quarter of fiscal year 2024, explain why the year-end account receivable-net balance increased by $1,344,676 to $14,649,930.

Response: The Company, prior to fiscal year 2022,
factored (sold) the vast majority of its accounts receivable to third party(s) to generate working capital to fund ongoing business operations
and growth. From fiscal 2022 through April 2023, the Company began retaining select receivables while continuing to factor a majority
of its accounts receivables to a third party. The Company stopped factoring accounts receivable during April 2023 going forward. As discussed
in the Management’s Discussion and Analysis section of the Company’s 10-K filings, though collected, this factoring resulted
in approximately a 54% reduction of yield from accounts receivables.  The Company’s accounts receivable lifecycle is
typically an eighteen-to-twenty-four-month timeframe. This is very different from a traditional product or service business that collects
a majority of receivables within 30, 60, and or 90-day increments. The Company is in the lien based medical industry providing orthopedic
healthcare servicing an uninsured market insulated by a Letter of Protection which insulates the Company and insures payment in full from
insurance settlements. This requires a significantly extended gestation period of eighteen to twenty-four months waiting for settlement.
That industry timeframe combined with the previous practice of factoring accounts receivables attributes to the accounts receivable increase
exceeding the growth in revenue.

      1

 · Address how you concluded that the accounts receivable-net balance is collectible
as of December 31, 2023 and March 31, 2024. As part of your response, tell us which method you used to measure expected credit losses
for your accounts receivable-net and how much of the balance has been collected to date.

Response:
The Company has a 99% collection rate based on settlements recorded to its accounts receivable. Collection rates are estimated considering
the Company’s 48-month historical collections with primary emphasis to the most current prior 12-month trailing payment and collection
percentage rates. The method the Company uses to measure expected credit losses is the loss rate method, and in addition the Company qualitatively
evaluates on an ongoing basis various factors, which include market conditions which the Company operates, and the status of claims being
settled.

Provide us
with an aging of your accounts receivables as of December 31, 2023, and March 31, 2024.

Response:
The Company historically has not maintained systematic processes and resources to support the aging of its accounts receivables which
are complicated by the settlement process and continuing patient care which can skew aging. The Company is in process of implementing
practices to enable and better capture aging of its billings for accounts receivables.

 · Confirm that you will provide expanded MD&A disclosures to provide a comprehensive
discussion of the reasons underlying changes in your accounts receivable-net balances for each period presented as well as a comprehensive
analysis of the collectability of these balances. This discussion should address any material aging of your account balances. Refer to
Item 303(b)(1) of Regulation S-K, Instruction 4 of Item 303(b) of Regulation S-K and Section 501.13. of the Financial Reporting Codification
(i.e., Release 33-8350, Section IV.).

Response:
The Company confirms that it will provide expanded Management Discussion and Analysis disclosures on its future filings relating to the
changes in accounts receivables and collectability of such balances as it pertains to the referenced sections of the regulations.

 · Tell us how you concluded that it was probable you would collect substantially
all the consideration you were entitled to under your customer contracts. Refer to ASC 606-10-25-1.e. and ASC 606-10-25-5 through 25-7.

Response:
The Company has a 99% collection rate based on the net amount expected to be collected, which is recognized in its accounts receivable
and revenue. As discussed in the Management Discussion and Analysis section of the Company‘s Annual Reports on Form 10-K, the Company
has established billing rates, which are not the same as actual amounts recovered.  These rates generally do not reflect what
is ultimately paid by the customer, insurance carriers, law firms and other payors, which is typically eighteen to twenty four months
later, and are not reported in the consolidated financial statements at those established billing rates.  The Company’s
customers, its patients, typically pay amounts based on established charges per procedure with guidance from the annually updated Current
Procedural Terminology, or CPT, guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel),
that designates relative value units and a suggested range of charges for each procedure which is then assigned a CPT code. This fee is
discounted to reflect the percentage paid to the Company “using a modifier” recognized by each insurance carrier for services,
less deductible, co-pay, and contractual adjustments which are deducted from the calculated fee. The net revenue is recorded at the time
the services are rendered. Collection of that revenue typically occurs eighteen to twenty-four months later as the and after the patient
claim develops and settles. Historical collection rates are estimated using the most current prior 12-month historical payment and collection
percentages.

 · Tell us the significant payment terms and confirm that you will provide this
disclosure in accordance with ASC 606-10-50-12.b.

Response:
Please see our response in the immediately preceding bullet point.

      2

 · Provide us with a rollforward of the allowance for credit losses for each period
prepared in accordance with ASC 326-20-50-13 and confirm that you will provide this disclosure along with the disclosures required by
ASC 326-20-50-11 and ASC 326-20-50-17.

Response:
As discussed above, the Company has a 99% collection rate based on the net amount expected to be collected, which is recognized in its
accounts receivable and revenue. The Company is in the lien based medical industry providing orthopedic healthcare servicing an uninsured
market insulated by a Letter of Protection which insulates the Company and insures payment in full from insurance settlements. As such,
the Company calculates a forward-looking collectability rate which we then apply to our gross billings. The amount we record in trade
receivables approximates the amount we expect to actually collect. The allowance for credit losses represents any adjustments deemed
necessary to the collectability rate based upon an annual review of both actual collections, as well as any changes in industry billing
and collection, and/or legal practices. The Company is providing the table below which shows the roll forward of the allowance for credit
losses and confirms that it will provide this disclosure along with the disclosures required by ASC 326-20-50-11 and ASC 326-20-50-17
in future filings:

    Beginning Balance January 1, 2023
    $ 0

    Current period provision
      (270,000 )

    Write off charged against allowance
      147,810

    Balance at December 31, 2023
    $ (122,190 )

    Current period provision
      0

    Write off charged against allowance
      0

    Balance at March 31, 2024
    $ (122,190 )

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at 844-628-2100 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

  Sincerely,

  Cardiff Lexington Corporation

  By: /s/ Alex Cunningham

  Alex Cunningham

  Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

      3

July 10, 2024
Matthew Shafer
Chief Financial Officer
Cardiff Lexington Corp
3753 Howard Hughes Parkway, Suite 200
Las Vegas, NV 89169
Re:Cardiff Lexington Corp
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 27, 2024
File No. 000-49709
Dear Matthew Shafer:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
1. Summary of Significant Accounting Policies
Accounts Receivable, page F-9
We note that as of December 31, 2023, the accounts receivable-net balance is
$13,305,254 compared to total revenue of $11,853,266 for fiscal year 2023. Please
address the following:
•Comprehensively explain why the accounts receivable-net year-end balance increased
$6,701,334, or 101.5%, compared to the revenue increase of $1,160,070, or 10.8%.
Also, with reference to the $2,661,966 revenue recognized for the first quarter of
fiscal year 2024, explain why the year-end account receivable-net balance increased
by $1,344,676 to $14,649,930.
•Address how you concluded that the accounts receivable-net balance is collectible as
of December 31, 2023 and March 31, 2024. As part of your response, tell us which
method you used to measure expected credit losses for your accounts receivable-net
and how much of the balance has been collected to date.1.

July 10, 2024
Page 2
•Provide us with an aging of your accounts receivables as of December 31, 2023, and
March 31, 2024.
•Confirm that you will provide expanded MD&A disclosures to provide a
comprehensive discussion of the reasons underlying changes in your accounts
receivable-net balances for each period presented as well as a comprehensive analysis
of the collectability of these balances. This discussion should address any material
aging of your account balances. Refer to Item 303(b)(1) of Regulation S-K,
Instruction 4 of Item 303(b) of Regulation S-K and Section 501.13. of the Financial
Reporting Codification (i.e., Release 33-8350, Section IV.).
•Tell us how you concluded that it was probable you would collect substantially all the
consideration you were entitled to under your customer contracts. Refer to ASC 606-
10-25-1.e. and ASC 606-10-25-5 through 25-7.
•Tell us the significant payment terms and confirm that you will provide this
disclosure in accordance with ASC 606-10-50-12.b.
•Provide us with a rollforward of the allowance for credit losses for each period
prepared in accordance with ASC 326-20-50-13 and confirm that you will provide
this disclosure along with the disclosures required by ASC 326-20-50-11 and ASC
326-20-50-17.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

February 3, 2020
Alex Cunningham
Chief Executive Officer
Cardiff Lexington Corp
401 Las Olas Blvd., Unit 1400
Ft. Lauderdale, FL 33301
Re:Cardiff Lexington Corporation
Form 10-K for Fiscal Year Ended December 31, 2018
Filed April 16, 2019
Form 8-K/A
Filed October 24, 2019
File No. 000-49709
Dear Mr. Cunningham:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

October 29, 2019
Alex Cunningham
Chief Executive Officer
Cardiff Lexington Corp
401 Las Olas Blvd., Unit 1400
Ft. Lauderdale, FL 33301
Re:Cardiff Lexington Corporation
Form 10-K for Fiscal Year Ended December 31, 2018
Filed April 16, 2019
Form 8-K/A
Filed October 24, 2019
File No. 000-49709
Dear Mr. Cunningham:
            We have reviewed your September 24, 2019 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K/A filed October 24, 2019
Item 9.01 Financial Statement and Exhibits, page 1
1.We note your response to prior comment 1 of our letter dated September 3, 2019 and the
filing of historical audited financial statements of JM Enterprise 1 Inc. on Form 8-K/A
filed on October 24th.  In order to fully comply with Rule 8-04 of Regulation S-X,
please file the latest required interim period financial statements (unaudited) that precedes
the acquisition of JM Enterprise 1 Inc., and the corresponding interim period financial
statements of the preceding year (unaudited).  Also, please provide the pro forma financial
statements required by Rule 8-05 of Regulation S-X.

 FirstName LastNameAlex Cunningham
 Comapany NameCardiff Lexington Corp
 October 29, 2019 Page 2
 FirstName LastName
Alex Cunningham
Cardiff Lexington Corp
October 29, 2019
Page 2
            You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Larry Spirgel, Assistant
Director, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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299 S. Main Street, Suite 1300 | Salt Lake
City, Utah 84111 | 801-534-4435

September 24, 2019

Robert S. Littlepage

United States Securities
and Exchange Commission

Division of Corporation
Finance

Washington, D.C. 20549

 Re: Cardiff Lexington Corporation

Form 10-K
for Fiscal Year Ended December 31, 2018

Filed April
16, 2019

Form 10-Q
for Fiscal Quarters Ended June 30, 2019

Filed August
20, 2019

File No.
000-49709

Dear Mr. Littlepage:

We are in receipt of
your letter dated September 3, 2019, addressed to Cardiff Lexington Corporation (the “Company”). In connection with
the acquisition of the JM Enterprise 1 Inc., the Company will comply with the guidance of Rules 8-04 and 8-05 of Regulation S-X.
The Company has hired an auditor and the auditor is near completion of its audit of JM Enterprise 1 Inc. The Company is hopeful
that the audit will be completed and filed by October 4th, 2019. Upon completion of the audit, the Company will file
a report on Form 8-K which contains the information required by Rules 8-04 and 8-05 of Regulation S-X.

Please contact me with any additional questions
or comments.

    Sincerely,

    CARMAN LEHNHOF ISRAELSEN

    /s/ J. Martin Tate

    J. Martin Tate, Esq.

September 3, 2019
Alex Cunningham
Chief Executive Officer
Cardiff Lexington Corp
401 Las Olas Blvd., Unit 1400
Ft. Lauderdale, FL 33301
Re:Cardiff Lexington Corporation
Form 10-K for Fiscal Year Ended December 31, 2018
Filed April 16, 2019
Form 10-Q for Fiscal Quarters Ended June 30, 2019
Filed August 20, 2019
File No. 000-49709
Dear Mr. Cunningham:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for Fiscal Quarters Ended June 30, 2019
Note 3. Acquisitions, page 14
1.Please tell us your consideration of the guidance in Rules 8-04 and 8-05 of Regulation S-
X as it relates to the acquisition of JM Enterprise 1, Inc., which closed on May 8, 2019.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Larry Spirgel, Assistant
Director, at (202) 551-3815 with any other questions.

 FirstName LastNameAlex Cunningham
 Comapany NameCardiff Lexington Corp
 September 3, 2019 Page 2
 FirstName LastName
Alex Cunningham
Cardiff Lexington Corp
September 3, 2019
Page 2
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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September 21, 2017

Beverly A Singleton

Staff Accountant

Office of Transportation & Leisure

Security and Exchange Commission

Washington, DC 20549

 Re: Cardiff International, Inc.

    Item 4.02 Form 8-K filed August
30, 2017

    Item 4.02 Form 8-K filed August
22, 2017

    Item 4.02 Form 8-K filed July
27, 2017

    File No. 000-49709

Dear Ms. Singleton,

In response to your letter dated August 31, 2017 regarding the
above filings. We would like to respond in turn:

 a) The dates your Board of Directors (the “Board”) concluded that the March 31, 2017
and the June 30, 2017 unaudited interim financial statements contained in the Quarterly Reports on Form 10-Q for the respective
periods should no longer be relied upon; Response: Disclosure has been made in the amended 8-K/A.

 b) Description of the facts underlying the conclusion to the extent known as to why the financial
statements should not be relied upon. In this regard, we note that your March 31, 2017 interim financial statements should not
be relied upon because there will be restatement to reflect adjustments in the fair market value, as reported in the Form 8-K filed
on July 27, 2017, and that such is also the reason for your June 30, 2017 interim financial statements as reported in the Form
8-K filed on August 30, 2017. Please expand the discussion thereof to disclose the nature of the deficiency concerning the fair
market value by disclosing the affected asset or liability accounts, the adjustment amounts (if known at this time), and the reason
for the adjustments and the appropriate accounting that should have been applied for each of the March 31, 2017 and June 30, 2017
interim financial statements. Response: Disclosure has been made in the amended 8-K/A.

 c) Disclosure of whether the Board, or authorized officer or officers, discussed the matters disclosed
in the Form 8-K/A pertaining to the March 31, 2017 and June 30, 2017 unaudited interim financial statements and their non-reliance
with your independent registered public accounting firm; Response: Disclosure has been made in the
amended 8-K/A.

 d) Disclose the expected time frame for restatement of the March 31, 2017 and June 30, 2017 unaudited
interim financial statements and when amendments to the respective Forms 10-Q will be filed. To the extent such will be restated
and filed as soon as practicable, please so state. Response: New financials were filed and published
September 5th & 6th, 2017.

If you have any additional questions, please don’t
hesitate to inform me.

Respectfully,

/s/ Daniel R Thompson

Chairman/Treasurer/Secretary

Mail Stop 3561

September 25 , 2017

Daniel R. Thompson
Chairman
Cardiff International, Inc.
401 E. Las Olas Boulevard, Suite 1400
Ft. Lauderdale, Florida  33301

Re: Cardiff International, Inc.
Item 4.02 Form 8 -K filed August 30, 2017
Item 4.02 Form 8 -K filed August 22, 2017
Item 4.02 Form 8 -K filed July 27, 2017
File No. 000 -49709

Dear  Mr. Thompson:

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Beverly A. Singleton

Beverly A. Singleton
Staff Accountant
Office of Transportation and Leisure

Mail Stop 3561

August 31, 2017

Alex Cunningham
Chief Executive Officer
Cardiff International, Inc.
401 E. Las Olas Boulevard, Suite 1400
Ft. Lauderdale, Florida  33301

Re: Cardiff International, Inc.
Item 4.02 Form 8 -K filed August 30, 2017
Item 4.02 Form 8 -K filed August 22, 2017
Item 4.02 Form 8 -K filed July 27, 2017
File No. 000 -49709

Dear  Mr. Cunningham :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advi se us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 4.02 Non -Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review

1. Please give consideration to filing as one amendment to the Item 4.02 disclosures
included in the Form 8 -Ks referenced above, whereby such  amendment would be
designated and filed as a Form 8 -K/A and include in their entirety the previous
information you provided.  In this regard, the Form 8 -K/A should specifically provide a
discussion on the non -reliance on the unaudited interim financial st atements included in
both the Quarterly Reports on Form 10 -Q for the quarter ended March 31, 2017 and the
Quarter ended June 30, 2017.  The Form 8 -K/A should also provide disclosure of the
following for each set of interim financial statements that managem ent concluded should
no longer be relied upon:

Alex Cunningham
Cardiff International, Inc.
August 31 , 2017
Page 2

 a) The date s your Board of Directors (the “Board”) concluded that the March 31,
2017 and the June 30, 2017 unaudited interim financial statements contained in
the Quarterly Reports on Form 10 -Q for the respec tive periods should no longer
be relied upon;

b) Description of the facts underlying the conclusion to the extent known as to why
the financial statements should not be relied upon.  In this regard, we note that
your March 31, 2017 interim financial state ments should not be relied upon
because there will be restatement to reflect adjustments in the fair market value,
as reported in the Form 8 -K filed on July 27, 2017, and that such is also the
reason for your June 30, 2017 interim financial statements as r eported in the Form
8-K filed on August 30, 2017.  Please expand the discussion thereof to disclose
the nature of the deficiency concerning the fair market value by disclosing the
affected asset or liability accounts, the adjustment amounts (if known at th is
time), and the reason for the adjustments and the appropriate accounting that
should have been applied  for each of the March 31, 2017 and June 30, 2017
interim financial statements .

c) Disclosure of whether the Board, or authorized officer or officer s, discussed the
matters disclosed in the Form 8 -K/A pertaining to the March 31, 2017 and June
30, 2017 unaudited interim financial statements and their non -reliance with your
independent registered public accounting firm;

d) Disclose the expected time fr ame for restatement of the March 31, 2017 and June
30, 2017 unaudited interim financial statements and when amendments to the
respective Forms 10 -Q will be filed. To the extent such will be restated and filed
as soon as practicable, please so state.

2. Please file as correspondence, a separate supplemental response letter that addresses each
of the above comments contained in this letter.  Please note this response letter may also
be inclusive by you in addressing comments in our letters dated August 3, 2017 and
August 29, 2017, previously issued.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Alex Cunningham
Cardiff International, Inc.
August 31 , 2017
Page 3

  You may contact me at (202) 551 -3328, if you have questions regarding the above
matters.

Sincerely,

 /s/ Beverly A. Singleton

Beverly A. Singleton
Staff Accountant
Office of Transportation and Leisure

Mail Stop 3561

August 29 , 2017

Alex Cunningham
Chief Executive Officer
Cardiff International, Inc.
401 E. Las Olas Boulevard, Suite 1400
Ft. Lauderdale, Flori da  33301

Re: Cardiff International, Inc.
 Item 4.02 Form 8 -K
  Filed August 22, 2017
  File No. 000-49709

Dear  Mr. Cunningham :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to  your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 4.02 Non -Reliance on Previously Issued Financial Statements or a Related Audit Report or
Comple ted Interim Review

1. Please amend your filing in its en tirety to state the date your board of directors, a
committee of the board of directors or the officer or officers authorized to take such
action if board action is not required, concluded that the June 30, 2017 financial
statements  contained in the Form 10 -Q for the quarterly period ended June 30, 2017
should no longer be relied upon.  Also, disclose whether the audit committee, or the
board of directors in the absence of an audit committee, or authorized officer or officers,
discussed the matters disclosed in this filing with your independent registered  public
accounting firm .  Refe rence is made to Item 4.02(a) (1) and (3) of the Form 8 -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Alex Cunningham
Cardiff International, Inc.
August 29 , 2017
Page 2

  You may contact me at (202) 551 -3328, if you have questions regarding the above
matters.

Sincerely,

 /s/ Beverly A. Singleton

Beverly A. Singleton
Staff Accountant
Office of Transportation and Leisure

August 3, 2017

Alex Cunningham
Chief Executive Officer
Cardiff International, Inc.
401 E. Las Olas Boulevard , Suite 1400
Ft. Lauderdale, Florida 33301

Re: Cardiff International , Inc.
 Form 8-K
Filed July 27, 2017
File No. 000-49709

Dear Mr. Cunningham :

We have reviewed your filing and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 4.02

1. We note that your March 31, 2017 financial statements should no longer be relied upon
and that you plan to restate such financials to reflect adjustments in the fair market value.
In this regard, please amend your Form 8 -K to disclose  the nature of the deficiencies and
identify the financial statements that should not be relied upon.  Refer to Item 4.02 (a)(2)
of Form 8 -K.

2. In  addition, please revise to state whether the board of directors discussed with the
independent accountant the matters di sclosed in the filing  and please tell us when you
plan to file th e amended 10 -Q.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Alex Cunningham
Cardiff International , Inc.
August 3, 2017
Page 2

  If you have any questions, please call me at (202) 551 -3624 .

Sincerely,

 /s/ Heather Clark

Heather Clark
Staff Accountant

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

CORRECTED
August 8 , 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 reviewed the above -referenced  filing , and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by a dvising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your fi ling and the information you provide in
response to these comments, we may have additional comments.

1. Your discussion of the change in domicile  is significantly deficient and must be
expanded , at a minimum as described in our comments below .

2. The information statement should disclose all material differences between each state’s
corporate law provisions and between provisions of your current and anticipated articles
and bylaws.  Further, if you have elected to include provisions in your new charter
documents that offer management greater flexibility or impose greater burdens on
shareholders other than those that Florida law would impose absent the provisions, this
should be disclosed.

3. We note your statements that the board has determined that it wo uld be in the company’s
best interest to change the company’s domicile and that Florida would allow the company
to take advantage of beneficial statutes and regulations regarding corporate governance
and taxation.  Your discussion should be balanced to inc lude any disadvantages that may

Daniel Thompson
Cardiff International, Inc.
August 8 , 2014
Page 2

 be imposed on shareholders as a result of the change in law from Colorado to Florida and
as a result of any amendments to your charter documents.

4. You state that the change in domicile  will be effected  by “filing with both t he State of
Florida and Colorado” and  that it  “will become effective in 7 to 10 days from the date
filed” with Florida.  Please revise your information statement  to briefly describe the
mechanic s of the series of transactions  that will be used to effect th e change in domicile.

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 Exchange Act rules re quire.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a writte n statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to 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 laws of the United States.

If you have questions or comments p lease  contact Luna Bloom, Staff Attorney, at (202)
551-3194, or in h er absence, the undersigned at (202) 551 -3457 .

        Sincerely,

        /s/ Maryse Mills -Apenteng
        by Mark P. Shuman

        Maryse Mills -Apenteng
        Special Counsel

October 18 , 2013

Via E-mail
Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
2747 Paradise Road Unit 1103
Las Vegas, NV 89109

Re: Cardiff International, Inc.
 Preliminary Information Statement on Schedule 14C
 Filed June 19, 2013
File No. 000-49709

Dear Mr. Thompson:

We have comp leted 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 laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy  of the disclosure in the filing  to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

CORRESP
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filename1.htm

October 3rd, 2013

Via E-mail

Daniel Thompson

Chief Executive Officer

Cardiff International, Inc.

2747 Paradise Road Unit
1103

Las Vegas, NV 89109

Re:  Cardiff International, Inc.

Revised Information Statement
on Schedule 14C

Filed August 2, 2013

File No. 000-49709

Dear Mr. Thompson:

We have reviewed your response letter dated September
20, 2013. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Where
we refer to prior comments we are referring to our letter dated September 9, 2013.

Please respond to this letter
within ten business days by providing the requested information, or by advising us when you will provide the requested response.
If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.

After reviewing any amendment
to your filing and the information you provide in response to these comments, we may have additional comments.

General

1. You state that prior to your advisory meeting, one of your non-affiliate shareholders contacted
several of your shareholders with the suggestion to restructure the Company. You also state that the non-affiliated shareholder’s
recommendations were welcomed by the contacted shareholders and that such shareholders requested that you adopt “the plan
to restructure.” Please clarify the specific proposals the non-affiliated investor proposed to you and your shareholders
during the advisory meeting.

Daniel Thompson

Cardiff International, Inc.

October 3, 2013

Page 2

Please contact Ivan Griswold, Attorney-Advisor,
at (202) 551-3853 or, in his absence, me at (202) 551-3456 with any questions.

Sincerely,

/s/ Matthew Crispino

Matthew Crispino

Attorney-Advisor

Response: October 4, 2013

You have requested us to clarify
how the specific proposals came about concerning the non-affiliated investor and the proposed actions presented during the advisory
meeting.

Their proposal was discussed
and agreed to prior to our advisory meeting, as stated earlier, one investor a non-affiliate shareholder of neither the corporation
nor an officer or director of the company had contacted several of our shareholders of record with the suggested changes and recommendation
that needed to be made in order to protect their investments.  His recommendation was welcomed by every shareholder he discussed
it with and all 8 demanded we adopt the plan to restructure.  As a result of their discussions, a meeting was requested at
which time the company was provided with written approval by the previously list of 10 shareholders to file the necessary documents
to re-organize.

.

In the instant case, these ten
shareholders constitute more than 51% of voting power of the shareholders eligible to vote.

The demand was for the following
changes:

 1. Each investor agreed that money was being wasted to carry out simple board resolutions. They
advised me that they hired me to run the company and did not want money thrown away on unnecessary Proxy’s. They indicated
they had sought counsel and were advised that as the CEO I could be issued “Control Voting Shares” and this would save
the company money and allow me to act on behalf of the company in an expeditious manner to turn it around.

 2. Preferred shares were requested to maximize the company’s options to capitalize the company
and further be used to acquire in a Tax free manner other assets and acquisitions.

 3. Additional Common shares were requested to maximize the company’s ability to attract long
term institutional investors.

After the eight shareholders
met and agreed on the direction they wanted the company to go in, they requested to meet with me and Joseph Dileonardo. The non-affiliate
spokesperson shared the concerns they had and recommend the changes found in the 14C. At no time was there a solicitation and as
required over 51% of the vote is in favor of the changes.

October 3, 2013

Via E-mail
Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
2747 Paradise Road Unit 1103
Las Vegas, NV 89109

Re: Cardiff International, Inc.
 Revised Information Statement on Schedule 14C
 Filed August 2, 2013
File No.  000-49709

Dear Mr. Thompson :

We have reviewed your response letter dated  September 20, 2013 .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.   Where we refer to prior comments we are referring to our letter dated September 9,
2013.

Please respond to this l etter within ten business days by providing the requested
information, or by advising us when you will pro vide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information y ou provide in
response to these  comments, we may have  additional comments.

General
1. You state that p rior to your advisory meeting, one of your non -affiliate shareholder s
contacted several of your shareholders with the suggestion to restructu re the Compan y.
You also state that the non -affiliated shareholder’s recommendations were welcome d by
the contacted shareholders  and that such shareholders requested that you adopt “the plan
to restructure.”   Please clarify the specific proposals the non -affiliated investor proposed
to you and your shareholders during the advisory meeting.

Daniel Thompson
Cardiff International, Inc.
October 3, 2013
Page 2

  Please contact Ivan Griswold , Attorney -Advisor, at (202) 551 -3853 or, in h is absence, me at
(202) 551 -3456  with any questions.

Sincerely,

/s/ Matthew Crispino

Matthew Crispino
Attorney -Advisor

CORRESP
1
filename1.htm

[SEC Letterhead]

August 13, 2013

Via E-mail

Daniel Thompson

Chief Executive Officer

Cardiff International,
Inc.

2747 Paradise Road Unit 1103

Las Vegas, NV 89109

    Re:
    Cardiff International,
    Inc.

    Revised Information Statement
    on Schedule 14C

    Filed August 2, 2013

    File No. 000-49709

Dear Mr. Thompson:

We
have reviewed your amended filing and have the following comment. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure. Where we refer to prior comments we are referring to our letter dated July 19, 2013.

Please
respond to this letter within ten business days by providing the requested information, or by advising us when you will provide
the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment
is appropriate, please tell us why in your response.

After
reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.

General

 1. We have reviewed your response to prior comment 1 and your
corresponding revised disclosures. It appears that you may have engaged in a solicitation rendering Schedule 14C unavailable to
you. Please tell us in material detail the sequence of events through which you obtained the consents from the shareholders listed
on page 2, and describe each shareholders’ relationship to the company. If you are unable to provide us with an analysis
of whether you engaged in a solicitation in obtaining the consents, please file a proxy statement on Schedule 14A.

    1

Daniel Thompson

Cardiff
International, Inc.

August 13, 2013

Page 2

Please contact
Ivan Griswold at (202) 551-3853 or, in his absence, me at (202) 551-3457 with any questions.

Sincerely,

/s/ Maryse Mills-Apenteng

Maryse Mills-Apenteng
Special Counsel

Response:

You have requested us to address the
issue of whether or not the subject action was a “solicitation” under the Rules. Solicitation is defined as follows:

14a-1   Definitions.

Unless the context otherwise requires,
all terms used in this regulation have the same meanings as in the Act or elsewhere in the general rules and regulations thereunder.
In addition, the following definitions apply unless the context otherwise requires:

. . . .

(l) Solicitation. (1)
The terms “solicit” and “solicitation” include:

. . . .

(2) The terms do not apply, however,
to:

. . .

(iv) A communication by a security holder
who does not otherwise engage in a proxy solicitation (other than a solicitation exempt under § 240.14a-2) stating how
the security holder intends to vote and the reasons therefor, provided that the communication:

--------

Rule 14a-2 provides as follows:

§ 240.14a-2 Solicitations to
which § 240.14a-3 to § 240.14a-15 apply.

. . . .

(b) Sections 240.14a-3 to
240.14a-6 (other than paragraphs 14a-6(g) and 14a-6(p)), §240.14a-8, § 240.14a-10, and §§ 240.14a-12 to
240.14a-15 do not apply to the following:

. . . .

(2) Any solicitation made otherwise
than on behalf of the registrant where the total number of persons solicited is not more than ten;

    2

Prior to our advisory meeting, one investor
a non-affiliate shareholder of the corporation nor an officer or director of the company had contacted several of our shareholders
of record with the suggestion to restructure Cardiff in order to save his investment.  His recommendation was welcomed by
every shareholder he discussed it with and all 8 demanded we adopt the plan to restructure.  As a result of their discussions,
a meeting was requested at which time the company was provided with written approval by the below shareholders to file the necessary
documents to re-organize.

In the instant case, there are ten shareholders who approved the action. These ten shareholders constitute
more than 51% of voting power of the shareholders eligible to vote.

 1. Mr. Daniel R Thompson - beneficial holder of - 31,270,375 common shares or 16.58% - Entitled
to vote on the Record Date; he is the sole director of the corporation and the CEO.

 2. Mr. Romeo Joseph DiLeonardo - an officer of the corporation - beneficial holder of - 19,466,667
common shares or 10.3% - Entitled to vote on the Record Date.

 3. Mr. James Cameron - an affiliate shareholder of the corporation - beneficial holder of 10,000,000
common shares or 5.3% - Entitled to vote on the Record Date.

 4. Mr. Stuart Cameron - an affiliate shareholder of the corporation - beneficial holder of 10,000,000
common shares or 5.3% - Entitled to vote on the Record Date.

 5. Mr. Richard Duffy - a non-affiliate shareholder of the corporation - beneficial holder of 7,938,880
common shares or 4.2% - Entitled to vote on the Record Date.

 6. Mr. Gary Teel - a non-affiliate shareholder of the corporation - who is the beneficial holder
of 6,000,000 common shares representing 3.18% - Entitled to vote on the Record Date.

 7. Mr. Ernie Romero - a non-affiliate shareholder of the corporation - beneficial holder of 5,000,000
common shares representing 2.65% - Entitled to vote on the Record Date.

 8. Mr. Ronald Romero - a non-affiliate shareholder of the corporation - beneficial holder of 5,000,000
common shares representing 2.65% - Entitled to vote on the Record Date.

 9. Mr. Jason Levy - a non-affiliate shareholder of the corporation - beneficial holder of 5,000,000
common shares or 2.65% - Entitled to vote on the Record Date.

 10. Mr. Patrick Dunn - a non-affiliate shareholder of the corporation - beneficial holder of 1,054,380
common shares or 0.56% - Entitled to vote on the Record Date

Therefore, this does not constitute
a solicitation as explained above, as it was brought to my attention only after the said investor had the majority of votes by
the above eight individuals listed. Out of respect and understanding, both Joseph Dileonardo and I as officers and directors of
the company agreed in favor of the restructuring the company and implementing the process.

Sincerely,

/s/ Daniel R. Thompson

September 20, 2013

September 11, 2013

Via E-mail
Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
2747 Paradise Road Unit 1103
Las Vegas, NV 89109

Re: Cardiff International, Inc.
 Revised Information Statement on Schedule 14C
 Filed August 2, 2013
File No.  000-49709

Dear Mr. Thompson :

We have reviewed your response letter submitted on August 29, 2013 .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.   Where we refer to prior comments we are referring to our letter dated August 13,
2013.

Please respond to this l etter within ten business days by providing the requested
information,  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General
1. We are unable to concur with your assertion that the exemption afforded by Rule 14a -
2(b)(2) applies to your revised Information Statem ent of August 2, 2013.  We specifically
note your statements on page 3, that the Company is approving the proposal through a
stockholder written consent, and more generally that your Board elected to pursue this
alternative as a cost -savings measure.  By i ts terms, Rule 14a -2(b)(2) applies to
solicitations “made otherwise than on behalf of the registrant.”  As you have indicated in
your filing, “Cardiff International…is sending you this Information Statement.”  Further,
as noted on the facing page, the Info rmation Statement was filed by the registrant.  As
such, the exemption does not apply to your filing.  Please file a proxy statement on
Schedule 14A  or advise.

Daniel Thompson
Cardiff International, Inc.
September 11, 2013
Page 2

 Please contact Ivan Griswold , Staff Attorney,  at (202) 551 -3853 or, in his absence, me at
(202) 551 -3457 with any questions.

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

CORRESP
1
filename1.htm

August 13, 2013

Via E-mail

Daniel Thompson

Chief Executive Officer

Cardiff International, Inc.

2747 Paradise Road Unit
1103

Las Vegas, NV 89109

Re:  Cardiff
                                                                             International, Inc.

    Revised Information Statement on Schedule
                                                        14C

    Filed August 2, 2013

    File No. 000-49709

Dear Mr. Thompson:

We have reviewed
your amended filing and have the following comment. In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure. Where we refer to prior comments we are referring to our letter dated July 19,
2013.

Please respond to this
letter within ten business days by providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After
reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.

General

1.  We have reviewed your response to prior comment 1 and your corresponding revised disclosures.
It appears that you may have engaged in a solicitation rendering Schedule 14C unavailable to you. Please tell us in material detail
the sequence of events through which you obtained the consents from the shareholders listed on page 2, and describe each shareholders’
relationship to the company. If you are unable to provide us with an analysis of whether you engaged in a solicitation in obtaining
the consents, please file a proxy statement on Schedule 14A.

    1

Daniel Thompson

Cardiff International,
Inc.

August 13, 2013

Page 2

Please contact Ivan Griswold
at (202) 551-3853 or, in his absence, me at (202) 551-3457 with any questions.

Sincerely,

/s/ Maryse Mills-Apenteng

Maryse Mills-Apenteng

Special
Counsel

Response:

You have requested us to address the issue of
whether or not the subject action was a “solicitation” under the Rules. Solicitation is defined as follows:

14a-1 Definitions.

Unless the context otherwise requires, all terms
used in this regulation have the same meanings as in the Act or elsewhere in the general rules and regulations thereunder. In addition,
the following definitions apply unless the context otherwise requires:

. . . .

(l) Solicitation. (1) The terms
“solicit” and “solicitation” include:

. . . .

(2) The terms do not apply,
however, to:

. . .

(iv) A communication by a
security holder who does not otherwise engage in a proxy solicitation (other than a solicitation exempt under § 240.14a-2)
stating how the security holder intends to vote and the reasons therefor, provided that the communication:

. . . .

Rule 14a-2 provides as follows:

§ 240.14a-2 Solicitatio+ns to which
§ 240.14a-3 to § 240.14a-15 apply.

. . . .

(b) Sections 240.14a-3 to 240.14a-6
(other than paragraphs 14a-6(g) and 14a-6(p)), §240.14a-8, § 240.14a-10, and §§ 240.14a-12 to
240.14a-15 do not apply to the following:

. . . .

(2) Any solicitation
made otherwise than on behalf of the registrant where the total number of persons solicited is not more than ten;

. . . .

    2

In the instant case, there are ten shareholders
who approved the action. These ten shareholders constitute more than 51% of voting power of the shareholders eligible to vote.
No other shareholders were solicited.

 1. Mr. Daniel R Thompson - beneficial holder of - 31,270,375 common shares or 16.58% - Entitled
to vote on the Record Date; he is the sole director of the corporation and the CEO.

 2. Mr. Romeo Joseph DiLeonardo - an officer of the corporation - beneficial holder of - 19,466,667
common shares or 10.3% - Entitled to vote on the Record Date.

 3. Mr. James Cameron - an affiliate shareholder of the corporation - beneficial holder of 10,000,000
common shares or 5.3% - Entitled to vote on the Record Date.

 4. Mr. Stuart Cameron - an affiliate shareholder of the corporation - beneficial holder of 10,000,000
common shares or 5.3% - Entitled to vote on the Record Date.

 5. Mr. Richard Duffy - a non-affiliate shareholder of the corporation - beneficial holder of 7,938,880
common shares or 4.2% - Entitled to vote on the Record Date.

 6. Mr. Gary Teel - a non-affiliate shareholder of the corporation - who is the beneficial holder
of 6,000,000 common shares representing 3.18% - Entitled to vote on the Record Date.

 7. Mr. Ernie Romero - a non-affiliate shareholder of the corporation - beneficial holder of 5,000,000
common shares representing 2.65% - Entitled to vote on the Record Date.

 8. Mr. Ronald Romero - a non-affiliate shareholder of the corporation - beneficial holder of 5,000,000
common shares representing 2.65% - Entitled to vote on the Record Date.

 9. Mr. Jason Levy - a non-affiliate shareholder of the corporation - beneficial holder of 5,000,000
common shares or 2.65% - Entitled to vote on the Record Date.

 10. Mr. Patrick Dunn - a non-affiliate shareholder of the corporation - beneficial holder of 1,054,380
common shares or 0.56% - Entitled to vote on the Record Date

    3

August 13 , 2013

Via E-mail
Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
2747 Paradise Road Unit 1103
Las Vegas, NV 89109

Re: Cardiff International, Inc.
 Revised Information Statement on Schedule 14C
 Filed August 2, 2013
File No.  000-49709

Dear Mr. Thompson :

We have reviewed your amended filing an d have the following comment .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.   Where we refer to prior comments we are referring to our letter dated July 19, 2013

Please respond to this l etter within ten business days by providing the requested
information, or by advising us when you will prov ide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information yo u provide in
response to these  comments, we may have  additional comments.

General

1. We have reviewed your response to prior comment 1 and your corresponding revised
discl osures.  I t appears that you  may have engaged in a soli citation rendering Schedule
14C unavailable  to you.  Please tell us in material detail the sequence of events through
which you obtained the consents from the shareholders listed  on page 2, and describe
each shareholders’  relationship to the company .  If you are unable to provide us with an
analysis of whether you engaged in a solicitation in obtaining the consents, please file a
proxy statement on Schedule 14A.

Daniel Thompson
Cardiff International, Inc.
August 13 , 2013
Page 2

 Please contact Ivan Griswold at (202) 551 -3853 or, in his absence, me at (202) 551 -3457
with any questions.

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

CORRESP
1
filename1.htm

August 1, 2013

Via E-mail

Ivan Griswold

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE Washington, D.C. 20549

    Re:
    Cardiff International, Inc.

    Revised Preliminary Information Statement on Schedule 14C

    Filed July 12, 2013

    File No. 000-49709

Dear Mr. Griswald:

We respect to your response letter we will amend
our filings and provide you the answers to each issue accordingly:

Your comments:

General

 1. We reissue prior comment 1 in its entirety. As previously
noted, Schedule 14C is appropriate only when there is no solicitation or the solicitation is exempt. Accordingly, please tell
us the basis for your belief that an information statement on Schedule 14C is the appropriate schedule to be filed. In this regard,
you disclose that you obtained the consent of the holders of 51% of the shares of common stock in favor of the proposals outlined
in the information statement. In your response letter, please identify these stockholders and the percentage of votes they each
represent and describe their relationships with the company. Please also tell us the sequence of events through which these consents
were obtained and provide an analysis as to whether such activities constitute a solicitation, as defined in Rule 14a-1(l). Alternatively,
if you conclude that you did engage in a solicitation, please file a preliminary proxy statement on Schedule 14A.

Response:

In the Information Statement: Under the heading “How
many shares of voting common stock were outstanding on June 10, 2013?” The names of the 10 shareholders, the number
of common shares possessed and voted with, along with their relationships with the company have been disclosed.

It the Information Statement: Under the heading
“Why is the Company approving the proposal through a stockholder written consent in lieu of holding a stockholder meeting?
“ This outlines the actions taken by the majority group of shareholders and why schedule 14C is appropriate and does
constitute a solicitation.

 3. We reissue prior comment 2 in its entirety. As you have
not provided the information requested pursuant to that comment. Although we note your disclosures on page 7 stating that you
are behind in your filing obligations, this disclosure does not appear responsive to our comment, insofar as you have not indicated
how your late filings impact or when you expect to become current with respect to your filing obligations. In addition, we note
your statement that further investments will bring you into compliance with your filing obligations under the Exchange Act; however,
it is unclear how capital raising would impact your reporting obligations.

Response:

As stated on page 7, the amendments will allow the
company to secure the additional capital required to pay for the legal, accounting and auditing costs currently being incurred
to prepare the outstanding filing periods. This will satisfy the company’s filing obligations under the exchange act.

    1

 4. As previously requested, please provide a written statement
from the company that includes the representations we included in the penultimate paragraph of our prior letter.

Response:

Cardiff International, Inc. acknowledges
that the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure
in response to staff comments do not foreclose the Commission from taking any action with respect to 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
laws of the United States.

Advantages and Disadvantages of the Increase to the
Authorized Shares, page 4

 5. We reissue prior comment 6 as it does not appear that you
have included illustrative quantitative examples of the dilutive consequences of the issuance of Series A and B Preferred Stock.
This discussion should also address the dilutive effects related to conversion of preferred shares.

Response:

On page 5, section headed “Advantages and
Disadvantages of the increase to the Authorized Shares”, contains the amended discussion addressing the issuance of
the preferred stock.

Respectfully,

/s/ Daniel R Thompson

Chairman/CEO

Cardiff International, Inc.

    2

July 19 , 2013

Via E-mail
Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
2747 Paradise Road Unit 1103
Las Vegas, NV 89109

Re: Cardiff International, Inc.
 Revised Preliminary Information Statement on Schedule 14C
 Filed July 12, 2013
File No.  000-49709

Dear Mr. Thompson :

We have reviewed your amended filing an d have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.   Where we refer to prior comments we are referring to our letter dated June 28, 2013.

Please respond to this letter within ten business days by amending your filing, by
providing the requested infor mation, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any ame ndment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We note that you did not provide written responses to our prior comment letter  or file a
copy of the  revised inform ation statement marked to show changes .  Please respond to the
following comments by (a) amending your filing as appropriate and including a marked
copy of your revisions and (b) filing a written response .

2. We reissue prior comment 1  in its entirety .  As previously noted , Schedule 14C is
appropriate only when there is no solicitation or the solicitation is exempt. Accordingly,
please tell us the basis for your belief that an information statement on Schedule 14C is
the appropriate schedule to be filed. In this regard, you disclose that you obtained th e
consent of the holders of 51% of the shares of common stock in favor of the proposals
outlined in the information statement. In your response letter, please identify these
stockholders and the percentage of votes they each represent and describe their
relationships with the company. Please also tell us the sequence of events through which

Daniel Thompson
Cardiff International, Inc.
July 19 , 2013
Page 2

 these consents were obtained and provide an analysis as to whether such activities
constitute a solicitation, as defined in Rule 14a -1(l). Alternatively, if you conclude  that
you did engage in a solicitation, please file a preliminary proxy statement on  Schedule
14A.

3. We reissue prior comment 2 in its entirety .  As you have not provided the information
requested pursuant to that comment.  Although we note your disclosures on page 7 stating
that you are behind in your filing obligations, this disclosure does not appear responsive
to our comment, insofar as  you have not indicated how your late filings  impact or when
you expect to become current with respect to your filing obl igations .  In addition , we note
your statement that further investments will bring you into compliance with your filing
obligations under the Exchange Act ; however, it is unclear how capital raising would
impact your reporting obligations.

4. As previously requested , please provide a written statement from the company that
includes the representations we included in the penultimate paragraph of  our prior letter.

Advantages and Dis advantages of the  Increase to the Authori zed Shares, page 4

5. We reissue prior comment 6  as it does not appear that you have include d illustrative
quant itative examples of the dilutive  consequences of the issuance of Series A and B
Preferred Stock.  This discussion should also address the dilutive  effects related to
conversion of preferred shares .

 Please contact Ivan Griswold at (202) 551 -3853 or, in his absence, me at (202) 551 -3457
with any questions.

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

June 28 , 2013

Via E-mail
Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
2747 Paradise Road Unit 1103
Las Vegas, NV 89109

Re: Cardiff International, Inc.
 Preliminary Information Statement on Schedule 14C
 Filed June 19, 2013
File No.  000-49709

Dear Mr. Thompson :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. As we noted in our prior comment letter dated April 19, 2012, Schedule 14C is
appropriate on ly when the re is no  solicitation or the  solici tation is exempt.  Accordingly,
please tell us the b asis for your belief that an information statement on Schedule 14C is
the appropriate schedule to be  filed.  In this regard, you disclose th at you obtai ned the
consent of the  holders of 51% of the shares of common stock in f avor of the proposals
outlined in the  information statement.   In your response lette r, please identi fy these
stockholde rs and  the percentage of votes they each represent and describe their
relationships with the compa ny.  Please also tell us the  sequence of events through whi ch
these consents were obtain ed and provide an analysis as to wh ether such  activities
consti tute a  solicitation, as  defined in Rule 14 a-1(l).  Alte rnatively, if you conclude th at
you did e ngage in a soli citation, please file a preliminary proxy statement on
Schedule 14 A.

Daniel Thompson
Cardiff International, Inc.
June 2 8, 2013
Page 2

 2. We note that your last periodic filing under the Securities Exchange Act was your Form
10-Q for the quarterly period ended September 30, 2012.  Please advise as to how this
complies with your filing obligations under the Exchange Act.  In addition , tell us your
plans for becoming current with respect to your filing obligations .

3. Several of the sections of your filing do not separately discuss the authorization of Series
A and B shares .  See, f or example , “Reasons for the Increase in the Number of
Authorized Shares, ” “Effects of the Increase to the Number of Authorized Shares, ” and
“Advantages and Disadvantages of the In crease to the Authorized Shares. ”  Please revise
the relev ant sections of your information statement  to provide  a materially complete
discussion of the authorization of Series A and B shares .

Reasons for the Increase in the Number of Authorized Shares, page 2

4. Although you disclose that you have no plans, proposals or arrangements to iss ue the
shares of common stock, we are unable to locate any corresponding disclosure as it
relate s to Series  A and B of P referred stock.   In this regard , we note your disclosure that
Series A Preferred stock may only be issued in exchange for the partial or full retirement
of debt held by Management, employees or consultants, or as directed by a majority vote
of the Board of Directors.   Further , we also note that as of September 30, 2 012, you had
$5,157,741  million in current liabilities .  If you have plans to  extinguish any of these
financial obligation s through issuance s of preferred shares , please ensure that you
disclose the effects of such extinguishm ent on the company , the status of any
corresponding agreements with your creditors , and the financial and voting  impact of
such issuance s on shareholders .

5. We note your disclosure on page 4, that eac h individual share of Series A P referred stock
shall be c onverted into the number of shares of common stock equal to four times the sum
issued and outstanding common at the time of conversion and Series B Preferred Stock.
If the shares of preferred stock are being issued with a view toward  extinguishing your
debt, please tell us how yo u select ed the multiplier fou r (4).

Advantages and Dis advantages of the  Increase to the Authori zed Shares, page 3

6. Please discuss the dilutive consequences of the issuance of Series A and B Preferred
Stock on your shareholders.  This discussion should  addre ss the impact  on shareholders ’
voting rights and any economic effects .  Please also  include illustrat ive, quant itative
examples of the diluti ve effects of such issuances.

7. In the  event you file  a preliminary proxy statement on Schedule 14A  in response  to
comment 1, please inclu de a discussion of the consequences to you if your propos al to
increase the numb er of sha res of authori zed common stock is not approved.

Daniel Thompson
Cardiff International, Inc.
June 2 8, 2013
Page 3

 Authorization of two classes of Preferred Stock, page 4

8. Please revise this section to provide a materially complete description of these securities,
rather than a mere recitation of the certificate of designation.  Refer to paragraph (a) of
Item 202 of Regulation S -K, which states that a complete legal description of the
securities  need not be given.

Security Ownership of Certain Beneficial Owners and Management, page 6

9. The percentage figures in your beneficial ownership table should be based on the total
number of shares of common stock issued and outstanding .  Your statement i n the first
paragraph , however,  suggests that the information provide d is based on 250,000,000
shares of common stock, which appears to be the total number of authorized  shares .
Please revise your statement the first paragraph to disclose t he actual number of shares of
common stock issued and outstanding on which the nu mbers in the table are based.

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 Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to 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 laws of the United States.

 Please contact Ivan Griswold at (202) 551 -3853 or, in his absence, me at (202) 551 -3457
with any questions.

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

August 13, 2012

Via Facsimile
Mr. Daniel Thompson
Chief Executive Officer
Cardiff I nternational Inc.
2747 Paradise Road, Unit 1103
Las Vegas NV 89109

Re: Cardiff International
 Form 8-K filed August 2, 2012
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 laws of the United States.  We urge all persons who are responsible for the
accura cy and adequacy  of the disclosure in the filing t o be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/  Kathleen Collins

 Kathleen Collins
Accounting Branch Chief

August 3, 2012

Via Email
Mr. Daniel Thompson
Chief Executive Officer
Cardiff International Inc.
2747 Paradise Road, Unit 1103
Las Vegas NV 89109

Re: Cardiff International Inc.
Form 8-K filed August 2, 2012
File No. 000-49709

Dear M r. Thompson :

We have reviewed your filing and have the following comment s.  Where indicated, we
think you should revise your docume nt in response to the se comment s.  If you disagree, we will
consider your explanation as to why our comment s are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation s.  After reviewing this information, we
may raise additional comments.

 Please understand that the purpose of our review process is to assist y ou in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comment s or any other aspect of  our review.  Feel free to call us at the
telephone number listed at the end of this letter.

Item 4.01 Changes in Registrant’s Certifying Accountant

1. Please amend to state whether the decision to change accountants was recomme nded or
approved by the audit or similar committee of the board of directors  or the board of
directors , if you have no such committee, pursuant to Item 304(a)(1)(iii).

2. In your amended Form 8 -K, please include the required Exhibit 16 letter from your
former accountant indicating whether or not they agree with your disclosures in the
revised Form 8 -K.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fil ing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an

Mr. Daniel Thompson
Cardiff International Inc.
August  3, 2012
Page 2

 informed investment decision.  Since the company and its management are in possession of all
facts relating  to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

 In connection  with responding to our comment , please provide, in writing, a statement
from the company acknowledging that:

 the company is  responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not a ssert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide  to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.

You may contact me at (202) 551 -3564 if you have questions.

Sincerely,

 /s/ Melissa Kindelan

 Melissa Kindelan
Staff Accountant

May 21 , 2012

Via E-Mail
Daniel Thompson , Chief Executive Officer
Cardiff Internat ional, Inc.
16255 Ventura Boulevard, Suite 525
Encino, CA  91436

Re: Cardiff International, Inc.
  Preliminary Information Statement on Schedule 14 C
  Filed April  10, 2012
  Preliminary Proxy Statement on Schedule 14A
  Filed May 10, 2012
  File No. 000-49709

Dear Mr. Thompson :

We have completed our review of your filings.  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 filings 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 laws of the U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

CORRESP
1
filename1.htm

    cardiff_corresp-050912.htm

May 9, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Edwin Kim – Attorney-Advisor

Re:         Cardiff International, Inc.

Preliminary Proxy Statement Filed on Schedule 14C

Filed April 10, 2012

File No. 000-49709

Dear Mr. Kim:

This letter sets forth the responses of Cardiff International, Inc. ( the "Company") to the comments of the reviewing staff (“Staff”) of the Securities and Exchange Commission (“Commission”) in connection with the above referenced filing as set forth in the comment letter of April 19, 2012.  Each numbered paragraph below responds to the comment having the same number in the April 19 comment letter.

Responses to Comments:

1.
The company is filing herewith a preliminary proxy statement on Schedule 14A.

2.

A paragraph on the consequences to the company if the proposal is not adopted has been included in the preliminary proxy statement at page 9.

3.

The table has been corrected to give the correct total number of shares owned by officers and directors as a group.  The percentage figures have also been corrected.  Finally, a 10% stockholder, Gary Teel, has been added to the table.  He was erroneously omitted from the table included in the former Schedule 14C based on the fact that he is no longer a director or officer of the Company.  However, he is still a 10% shareholder, so he has been added to the table.

4.

The Company has done a review of the share ownership of its officers, directors and 10% shareholder (Mr. Teel) with the assistance of the Company’s stock transfer agent and the Company’s new securities counsel.  We concluded that the initial share ownership reported by Messrs. Teel and Thompson in their Forms 3 filed in 2005 was somewhat higher than their actual share ownership at the time.  So Amended Forms 3 were filed by both Mr. Teel and Mr. Thompson.  In addition, it was discovered that no Form 3 was filed by Mr. DiLeonardo when he became an officer of the Company in 2009, so he filed a Form 3.  In addition each of these gentlemen filed a Form 4 detailing subsequent changes in stock ownership.  The forms were not filed through oversight, and the Company thanks the Commission’s Staff for bringing this matter to our attention.

The Company acknowledges that:

·

The company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to 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 laws of the United States.

Very Truly Yours,

By:

/s/ Daniel Thompson

Daniel Thompson

Chairman, CEO and Director

April 19 , 2012

Via Mail
Daniel Thompson , Chief Executive Officer
Cardiff Internat ional, Inc.
16255 Ventura Boulevard, Suite 525
Encino, CA  91436

Re: Cardiff International, Inc.
  Preliminary Proxy Statement Filed on Schedule 14 C
  Filed April 1 0, 2012
  File No. 000-49709

Dear Mr. Thompson :

We have limited our review of your filing  to those issues we have addressed in our
comments .  In our comment , we may ask you to provide us with information so we may better
understand your disclosu re.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If  you do not believe our comment applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the informat ion you provide in
response to our comment , we may have additional comments.

General

1. Schedule 14C is appropriate only when there is no solicitation or the solicitation is
exempt.  Accordingly, please tell us the basis for your belief that an information
statement on Schedule 14C is the appropriate schedule to be filed .  In this regard, you
disclose that you obtained the consent of the holders of 50.1%  of the shares of common
stock in favor of the proposals outlined in the Information Statement.   In your response
letter, please identify these stockholders and the perce ntage of votes they each represent
and describe their relationships with the company.  Please also tell us the sequence of
events through which these consents were obtained and provide an analysis as to whether
such activities constitute a solicitation, as  defined in Rule 14a -1(l).  Alternatively, if you
conclude that you did engage in a solicitation, please file a preliminary proxy statement
on Schedule 14A .

Daniel Thompson
Cardiff International, Inc.
April 19 , 2012
Page 2

 Advantages and Disadvantages of the Increase to the Authorized Shares, page 3

2. In the event you file a preliminary proxy statement on Schedule 14A in response to
comment 1, p lease include a discussion of the consequences to you if your proposal to
increase the number of shares of authorized common stock is not approved.

Security Ow nership of Certain Beneficial Owners and Management, page 4

3. The percentage figures in your beneficial ownership table should be based on the total
number of shares of common stock issued and outstanding.  Your statement in the first
paragraph suggests tha t the information you provide in the table is based on 60,000,000
authorized shares of common stock.  However, t he percentage column for Messrs.
Thompson, DiLeonardo, and all officers and directors as a group appear s to be
inconsistent .  Please revise as appropriate to provide the information required by Item
403 of Regulation S -K.

4. We note that your beneficial ownership table as of Marc h 31, 2012  differs significantly
from  the December 31, 2011 beneficial ownership table provided on page 33 of your
Form 10 -K filed on March 30, 2012 .  We are unable to locate a Form 4 filed by Messrs.
Thompson, DiLeonardo, or Teel after December 31, 2011.  Please advise us why your
officers and your principal shareholder have not filed such forms and explain  the changes
that oc curred in their ownership since your last completed fiscal year .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing t o be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respo nsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to 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 laws of the United States.

Daniel Thompson
Cardiff International, Inc.
April 19 , 2012
Page 3

 Please contact Edwin Kim , Attorney -Advisor,  at (202) 551 -3297 or , in his absence, the
undersigned at (202) 551 -3457 with any questions.   If you require further assistance, you may
contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.

Sincerely,

/s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

Mail Stop 3561
         September 4, 2008

Mr. Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
16255 Ventura Blvd, Suite 525
Encino, CA  91436

  Re: Cardiff International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2007
File No. 000-49709

Dear Mr. Thompson:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

Tia Jenkins
Senior Assistant Chief Accountant
      Office of Beverages, Apparel and
      H e a l t h  C a r e  S e r v i c e s

CORRESP
1
filename1.htm

    cardiff_corres-082508.htm

    August
25, 2008

    Ms. Tia
Jenkins

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, North East

    Washington,
D.C. 20549

              Re:

              Cardiff International,
      Inc.

                Form
      10-KSB for fiscal year ended December 31, 2007 and Form 10-QSB for fiscal
      quarter ended March 31, 2008

                  File No.
      000-49709

    Dear Ms.
Jenkins:

    We have reviewed the comments of the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the filings of Cardiff
International, Inc. (the “Company”), as set forth in your letter dated July 31,
2008.  We appreciate the comments intended to assist us in complying
with applicable disclosure requirements and in enhancing the overall disclosure
in our filings.  We have set forth below our responses to each of the
Staff’s comments.

    For
reference purposes, the text of the Comment Letter has been reproduced herein
with responses below each numbered comment.  In connection with our
responses, Cardiff International, Inc. acknowledges that:

              ·

              Cardiff
      International, Inc. is responsible for the adequacy and accuracy of the
      disclosures in the filing;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              Cardiff
      International, Inc. may not assert staff comments as a defense in any
      proceeding initiated by the Commission or any person under the federal
      securities laws of the United
States.

    Form 10-KSB for fiscal year
ended December 31, 2007

    Item 8A Controls and
Procedures

    (b) Management’s Report on
Internal Controls Over Financial Reporting, page 27

    1.
Please revise to clearly indicate if management has concluded that internal
control over financial reporting was effective or not effective.

    Response to Comment
1:  The Company has prepared an amended Form 10-KSB for fiscal
year ended December 31, 2007, which has been revised to clearly indicate that
management has concluded that the internal controls over financial reporting was
effective. This amended form will be filed with the Commission no later than
August 26, 2008.

    2.
We note that you have not provided a statement in substantially the following
form: “This annual report does not include an attestation report of the
company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.”  Please revise to provide
such disclosure as required by paragraph a(4) of Item 308(T) of Regulation
S-B.

    Response to Comment
2:  The Company has prepared an amended Form 10-KSB for fiscal
year ended December 31, 2007, which has been revised to include such a
disclosure as required by paragraph a(4) of Item 308(T) of Regulation
S-B.  This amended form will be filed with the Commission no later
than August 26, 2008.

    3.
We note that you have not identified the framework used by management to
evaluate the effectiveness of your internal control over financial reporting as
required by paragraph a(2) of Item 308(T). Please advise or revise.

    Response to Comment
3:  The Company has prepared an amended Form 10-KSB for fiscal
year ended December 31, 2007, which has been revised to identify the framework
used by management to evaluate the effectiveness of our internal control over
financial reporting as required by paragraph a(2) of Item 308(T). This amended
form will be filed with the Commission no later than August 26,
2008.

    4.
We note your disclosure that there were no significant changes in your internal
control or other factors that could significantly affect such controls
subsequent to the date of your officer’s evaluations.  Revise to
clearly state, if true, that there were no changes in internal control over
financial reporting identified in connection with the evaluation that occurred
during your last
fiscal quarter, that materially affected, or are reasonably likely to
materially affect, your internal control over financial reporting.

        2

    Response to Comment 4: The
Company has prepared an amended Form 10-KSB for fiscal year ended December 31,
2007, which has been revised to clearly state that there were no changes in
internal control over financial reporting that occurred during the last fiscal
quarter, that materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.  This
amended form will be filed with the Commission no later than August 26,
2008.

    5.
Please revise to disclose the specific steps that the company has taken, if any,
to remediate the material weaknesses identified.  Disclose when the
material weakness were identified, by whom the weaknesses were identified and
when the material weakness first began.

    Response to Comment
5:  The Company has prepared an amended Form 10-KSB for fiscal
year ended December 31, 2007, which has been revised to disclose the specific
steps the Company has taken to remediate the material weaknesses identified, as
well as when the material weaknesses were identified, by whom the weaknesses
were identified and when the weaknesses first began. This amended form will be
filed with the Commission no later than August 26, 2008.

    Section 302
Certifications

    6.
We note that your Section 302 certifications do not comply with the language
required by Item 601(31) of Regulation S-K in the following
respects:

    -
The identification of the certifying individual at the beginning of the
certifications required by Exchange Act Rule 13a-14(a) also includes the title
of the certifying individual.  The identification of the certifying
individual at the beginning of the certifications should be revised so as not to
include the individual’s title.

    -
In paragraph 2, you identify the wrong periodic reports (i.e., you refer to a
Form 10-KSB/A when the certifications are filed with your annual report on Form
10-KSB.) The identification of the report in paragraph 2 should correspond to
the associated filing.

    -
The head note to paragraph 4 does not include a reference to internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)).

    -
Paragraph 4(b) as defined in Item 601(31) of Regulation S-K was not
included.

    Please
revise to address each of the matters noted above.

    Response to Comment 6: The
Company has prepared an amended Form 10-KSB for fiscal year ended December 31,
2007, including section 302 certifications that have been revised in the manners
noted above.  This amended form will be filed with the Commission no
later than August 26, 2008.

        3

    Form 10-QSB for the
Quarterly Period Ended March 31, 2008

    7.
Beginning February 4, 2008, companies formerly classified as “small business
issuers” under Regulation S-B must file their quarterly reports on Form 10-Q
after they have filed an annual report for a fiscal year ending after December
15, 2007.  Although small business issuers are now required to file on
Form 10-Q, the disclosure requirements of that form are now tailored for smaller
companies.  We note that your quarterly report for the first quarter
of fiscal year 2008 was on Form 10-QSB and no Form 10-Q.  Although we
are not asking you to correct that filing just to reflect the proper form type,
we ask that you review your filing requirements and consider whether any action
is necessary if your recently filed quarterly reports do not contain all
required information.  In any event, you should file your next
quarterly report on Form 10-Q.

    Response to Comment
7:  The quarterly report for the quarter ended June 30, 2008
has been filed with the commission on Form 10-Q on August 19,
2008.  In addition, the Company is preparing an amended quarterly
report for the quarter ended March 31, 2008 on Form 10-Q. This amended form will
be filed with the Commission no later than August 26, 2008.

    8.
Please revise your quarterly report, as necessary, to comply with the comments
above on your Form 10-KSB (e.g. Section 302 certifications).

    Response to Comment 8: The
Company has prepared an amended Form 10-Q for the fiscal quarter ended March 31,
2008 and June 30, 2008, including section 302 certifications that have been
revised to comply with Comment 6 above.

    Sincerely,

    /s/ Daniel
Thompson

    Daniel
Thompson

    Chief
Executive Officer

    4

Mail Stop 3561

 July 31, 2008

Mr. Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
16255 Ventura Blvd, Suite 525
Encino, CA  91436

Re: Cardiff International, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2007
Filed April 15, 2008
Form 10-QSB for Fiscal Quarter Ended March 31, 2008
Filed May 20, 2008
File No. 000-49709

Dear Mr. Thompson:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-KSB

Item 8A Controls and Procedures

(b) Management’s Report on Internal Controls Over Financial Reporting, page 27

1. Please revise to clearly indicate if management has concluded that internal control over financial reporting was effective or not effective.

Daniel Thompson
Cardiff International, Inc.
July 31, 2008 Page 2
2. We note that you have not provided a statement in substantially the following form: “This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.”  Please revise to provide such disclosure as required by paragra ph a(4) of Item 308(T) of Regulation
S-B.

3. We note you have not identified the framework used by management to evaluate the effectiveness of your internal control over financial reporting as required by paragraph a(2) of Item 308(T).  Please advise or revise.
4. We note your disclosure that there were no significant changes in your internal control or other factors that could significan tly affect such controls subsequent to
the date of your officer’s evaluations.  Revise to state clearly, if true, that there were no changes in internal control over financial reporting identified in connection with the evaluation that occurred
during your last fiscal quarter , that
materially affected, or are reasonably likely to materially affect, your internal control over financial reporting.
5. Please revise to disclose the specific steps that the company has taken, if any, to remediate the material weaknesses identified. Disclose when the material weaknesses were identified, by whom the weaknesses were identified and when the material weaknesses first began.

Section 302 Certifications

6. We note that your Section 302 certifications do not comply with the language required by Item 601(31) of Regulation S-K in the following respects:
• The identification of the certifying individual at the beginning of the
 certifications required by Exchange Act Rule 13a-14(a) also includes the  title of the certifying individual.  The identification of the certifying  individual at the beginning of the certifications should be revised so as not  to include the individual’s title.
• In paragraph 2, you identify the wrong periodic reports (i.e., you refer to a
 Form 10-KSB/A when the certifications are filed with your annual report  on Form 10-KSB.) The identification of the report in paragraph 2 should  correspond to the associated filing.
• The head note to paragraph 4 does not include a reference to internal
 control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f))

Daniel Thompson
Cardiff International, Inc.
July 31, 2008 Page 3
• Paragraph 4(b) as defined in Item  601(31) of Regulation S-K was not
 included.
 Please revise to address each of the matters noted above.

Form 10-QSB for the Quarterly Period Ended March 31, 2008

7. Beginning February 4, 2008, companies formerly classified as “small business issuers” under Regulation S-B must file their quarterly reports on Form 10-Q after they have filed an annual report for a fiscal year ending after December 15, 2007.  Although small business issuers are now required to file on Form 10-Q, the disclosure requirements of that form are now tailored for smaller companies.  We note that your quarterly report for the first quarter of fiscal year 2008 was on Form 10-QSB and not Form 10-Q.  Although we are not asking you to correct that filing just to reflect the proper form type, we ask that you review your filing requirements and consider whether any action is necessary if your recently filed quarterly reports do not contain all required material information.  In any event, you should file your next quarterly report on Form 10-Q.

8. Please revise your quarterly report, as necessary, to comply with the comments above on your Form 10-KSB (e.g. Section 302 certifications).

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Daniel Thompson
Cardiff International, Inc.
July 31, 2008 Page 4
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to 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 laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Blaise Rhodes, Staff Accountant, at (202) 551-3774 or Brian
Bhandari, Branch Chief, at (202) 551-3390 if  you have questions regarding comments on
the financial statements and related matters.

      S i n c e r e l y ,

      T i a  J e n k i n s
      Senior Assistant Chief Accountant
      Office of Beverages, Apparel and         H e a l t h  C a r e  S e r v i c e s