Cardiff Lexington Corporation
710 East Main Street
Lexington, KY 40502
April 30, 2026
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Margaret Sawicki
| Re: | Cardiff Lexington Corp |
| | | Request for Withdrawal of Registration Statement
on Form S-1 (333-292145) |
Ladies and Gentlemen:
On December 15, 2025, Cardiff Lexington Corporation
(the “Company”) filed a Registration Statement on Form S-1 (File No. 333-292145) (together with the amendments, exhibits and
supplements thereto, the “Form S-1”) under the Securities Act of 1933, as amended (the “Securities Act”), with
the Securities and Exchange Commission (the “Commission”) in connection with a proposed public offering of securities. The
Form S-1 was declared effective by the Commission on February 13, 2026. On March 13, 2026, the Company filed Post-Effective Amendment
No. 1 to the Form S-1, which has not been declared effective (the “Post-Effective Amendment” and, collectively with the Form
S-1, the “Registration Statement”).
Pursuant to Rule 477 under the Securities Act,
the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement, effective as of the date hereof
or at the earliest practicable date hereafter. The Company is requesting withdrawal because it does not intend to proceed with the public
offering contemplated by the Registration Statement at this time. The Company confirms that no securities have been issued or sold under
the Registration Statement. Therefore, withdrawal of the Registration Statement is consistent with the public interest and the protection
of investors, as contemplated by Rule 477(a) under the Securities Act.
In accordance with Rule 457(p) under the Securities
Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited
to the Company’s account to be offset against the filing fee for any future registration statement of the Company or an affiliate
thereof.
If you have any further questions regarding this
request for withdrawal, or if you require any additional information, please contact Louis A. Bevilacqua of Bevilacqua PLLC at (202) 203-8665.
Sincerely,
Cardiff Lexington Corporation
By: /s/ Alex Cunningham
Name: Alex Cunningham
Title: Chief Executive Officer
cc: Louis A. Bevilacqua, Esq.
