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                              October 27, 2023

       Patrick E. Paddon
       Chief Executive Officer
       California First Leasing Corporation
       5000 Birch Street, Suite 500
       Newport Beach, CA 92660

                                                        Re: California First
Leasing Corporation
                                                            Schedule TO-I filed
October 23, 2023
                                                            File No. 005-39261

       Dear Patrick E. Paddon:

              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 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.

       Schedule TO-I filed October 23, 2023; Offer to Purchase

       Important, page ii

   1.                                                   Please revise the text
in the section entitled "IMPORTANT" to replace the capital letters
                                                        with lower case
letters, in accordance with Plain English requirements.
       Summary Term Sheet, page 1

   2.                                                   According to the fourth
bullet point from the bottom on page 2, you condition your offer
                                                        on there being "No
change in law or in the official interpretation or administration of law,
                                                        or relevant position or
policy of a governmental authority with respect to any laws,
                                                        applicable to the
tender offer." This condition may be so broad as to render the offer
                                                        illusory. Revise your
disclosure so that the condition is specific and capable of objective
                                                        verification when
satisfied. Also, please tell us which condition in Section 6 this bullet
                                                        point is intended to
summarize.
   3.                                                   We note your statement
of fact on page 3 that "the Company has determined that the
 Patrick E. Paddon
California First Leasing Corporation
October 27, 2023
Page 2
         transaction will not cause the Company to no longer be eligible to
continue to trade on the
         OTCQX Premier Market." Please reconcile this statement with your
belief stated on page
         10 that you "do not believe that [y]our purchase of shares pursuant to
the tender offer will
         negatively impact the eligibility of the remaining shares to continue
trading on the
         OTCQX Premier Market."
4.       We note the question at the top of page 3 captioned "How will the
tender offer affect the
         number of our shares outstanding and the number of record holders?"
Please revise your
         disclosure to address how the tender offer will affect the number of
record holders.
Conditions of the Tender Offer, page 15

5.       The lead-in language to this section permits the Company to abandon
the offer if the
         Company's Board of Directors determines that an event has occurred
that "makes
         it inadvisable to proceed with the tender offer or with acceptance for
payment or
         payment." This section as drafted appears to allow the Company to
terminate the
         offer whenever its Board of Directors determines it is "inadvisable"
to proceed, which
         appears to render the offer illusory, in contravention of Section
14(e) of the Exchange Act
         and Regulation 14E thereunder. In this regard, we also note similar
language in the third
         bullet on page 2 and paragraph (3) on page 16. Please revise, or
advise.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Brian Soares at 202-551-3690 or David
Plattner at 202-
551-8094.



FirstName LastNamePatrick E. Paddon                            Sincerely,
Comapany NameCalifornia First Leasing Corporation
                                                               Division of
Corporation Finance
October 27, 2023 Page 2                                        Office of
Mergers & Acquisitions
FirstName LastName