SecProbe.io

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