SecProbe.io

June 28 , 2013

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

Re: Cardiff International, Inc.
 Preliminary Information Statement on Schedule 14C
 Filed June 19, 2013
File No.  000-49709

Dear Mr. Thompson :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

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 comments apply 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 information you provide in
response to these  comments, we may have  additional comments.

General

1. As we noted in our prior comment letter dated April 19, 2012, Schedule 14C is
appropriate on ly when the re is no  solicitation or the  solici tation is exempt.  Accordingly,
please tell us the b asis for your belief that an information statement on Schedule 14C is
the appropriate schedule to be  filed.  In this regard, you disclose th at you obtai ned the
consent of the  holders of 51% of the shares of common stock in f avor of the proposals
outlined in the  information statement.   In your response lette r, please identi fy these
stockholde rs and  the percentage of votes they each represent and describe their
relationships with the compa ny.  Please also tell us the  sequence of events through whi ch
these consents were obtain ed and provide an analysis as to wh ether such  activities
consti tute a  solicitation, as  defined in Rule 14 a-1(l).  Alte rnatively, if you conclude th at
you did e ngage in a soli citation, please file a preliminary proxy statement on
Schedule 14 A.

Daniel Thompson
Cardiff International, Inc.
June 2 8, 2013
Page 2

 2. We note that your last periodic filing under the Securities Exchange Act was your Form
10-Q for the quarterly period ended September 30, 2012.  Please advise as to how this
complies with your filing obligations under the Exchange Act.  In addition , tell us your
plans for becoming current with respect to your filing obligations .

3. Several of the sections of your filing do not separately discuss the authorization of Series
A and B shares .  See, f or example , “Reasons for the Increase in the Number of
Authorized Shares, ” “Effects of the Increase to the Number of Authorized Shares, ” and
“Advantages and Disadvantages of the In crease to the Authorized Shares. ”  Please revise
the relev ant sections of your information statement  to provide  a materially complete
discussion of the authorization of Series A and B shares .

Reasons for the Increase in the Number of Authorized Shares, page 2

4. Although you disclose that you have no plans, proposals or arrangements to iss ue the
shares of common stock, we are unable to locate any corresponding disclosure as it
relate s to Series  A and B of P referred stock.   In this regard , we note your disclosure that
Series A Preferred stock may only be issued in exchange for the partial or full retirement
of debt held by Management, employees or consultants, or as directed by a majority vote
of the Board of Directors.   Further , we also note that as of September 30, 2 012, you had
$5,157,741  million in current liabilities .  If you have plans to  extinguish any of these
financial obligation s through issuance s of preferred shares , please ensure that you
disclose the effects of such extinguishm ent on the company , the status of any
corresponding agreements with your creditors , and the financial and voting  impact of
such issuance s on shareholders .

5. We note your disclosure on page 4, that eac h individual share of Series A P referred stock
shall be c onverted into the number of shares of common stock equal to four times the sum
issued and outstanding common at the time of conversion and Series B Preferred Stock.
If the shares of preferred stock are being issued with a view toward  extinguishing your
debt, please tell us how yo u select ed the multiplier fou r (4).

Advantages and Dis advantages of the  Increase to the Authori zed Shares, page 3

6. Please discuss the dilutive consequences of the issuance of Series A and B Preferred
Stock on your shareholders.  This discussion should  addre ss the impact  on shareholders ’
voting rights and any economic effects .  Please also  include illustrat ive, quant itative
examples of the diluti ve effects of such issuances.

7. In the  event you file  a preliminary proxy statement on Schedule 14A  in response  to
comment 1, please inclu de a discussion of the consequences to you if your propos al to
increase the numb er of sha res of authori zed common stock is not approved.

Daniel Thompson
Cardiff International, Inc.
June 2 8, 2013
Page 3

 Authorization of two classes of Preferred Stock, page 4

8. Please revise this section to provide a materially complete description of these securities,
rather than a mere recitation of the certificate of designation.  Refer to paragraph (a) of
Item 202 of Regulation S -K, which states that a complete legal description of the
securities  need not be given.

Security Ownership of Certain Beneficial Owners and Management, page 6

9. 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 i n the first
paragraph , however,  suggests that the information provide d is based on 250,000,000
shares of common stock, which appears to be the total number of authorized  shares .
Please revise your statement the first paragraph to disclose t he actual number of shares of
common stock issued and outstanding on which the nu mbers in the table are based.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to 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 responsible for the accuracy
and adequacy of t he 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.

 Please contact Ivan Griswold at (202) 551 -3853 or, in his absence, me at (202) 551 -3457
with any questions.

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel