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

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
 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.
5.     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
 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