SecProbe.io

August 3, 2012

Via Email
Mr. Daniel Thompson
Chief Executive Officer
Cardiff International Inc.
2747 Paradise Road, Unit 1103
Las Vegas NV 89109

Re: Cardiff International Inc.
Form 8-K filed August 2, 2012
File No. 000-49709

Dear M r. Thompson :

We have reviewed your filing and have the following comment s.  Where indicated, we
think you should revise your docume nt in response to the se comment s.  If you disagree, we will
consider your explanation as to why our comment s are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation s.  After reviewing this information, we
may raise additional comments.

 Please understand that the purpose of our review process is to assist y ou in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comment s or any other aspect of  our review.  Feel free to call us at the
telephone number listed at the end of this letter.

Item 4.01 Changes in Registrant’s Certifying Accountant

1. Please amend to state whether the decision to change accountants was recomme nded or
approved by the audit or similar committee of the board of directors  or the board of
directors , if you have no such committee, pursuant to Item 304(a)(1)(iii).

2. In your amended Form 8 -K, please include the required Exhibit 16 letter from your
former accountant indicating whether or not they agree with your disclosures in the
revised Form 8 -K.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fil ing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an

Mr. Daniel Thompson
Cardiff International Inc.
August  3, 2012
Page 2

 informed investment decision.  Since the company and its management are in possession of all
facts relating  to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

 In connection  with responding to our comment , please provide, in writing, a 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 a ssert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide  to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.

You may contact me at (202) 551 -3564 if you have questions.

Sincerely,

 /s/ Melissa Kindelan

 Melissa Kindelan
Staff Accountant