Change in Certifying Accountants Form 8 K

Resignation of Independent Registered Public Accounting Firm

Effective as of September 13, 2024, Grassi & Co., CPAs, P.C. ("Grassi") resigned as the independent registered public accounting firm for Cardiff Lexington Corporation (the "Company").

The audit reports of Grassi on the financial statements of the Company for the years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that Grassi's reports for such years included an explanatory paragraph indicating that there was substantial doubt about the Company's ability to continue as a going concern.

During the Company's two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 13, 2024, there were no (i) disagreements with Grassi on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Grassi's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports, or (ii) "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Grassi with a copy of the foregoing disclosures and requested it to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in the foregoing disclosures. A copy of the letter has been filed as Exhibit 16.1 to this report.

Engagement of New Independent Registered Public Accounting Firm

On September 13, 2024, the Company engaged GBQ Partners LLC ("GBQ") as the Company's independent registered public accounting firm for the year ending December 31, 2024, which was approved by the audit committee of the board of directors of the Company.

During the Company's two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 13, 2024, neither the Company nor anyone on its behalf has consulted with GBQ regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that GBQ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" or a "reportable event," as such terms are defined in Items 304(a)(1)(iv) and (v) of Regulation S-K, respectively.