SecProbe.io

July 19 , 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.
 Revised Preliminary Information Statement on Schedule 14C
 Filed July 12, 2013
File No.  000-49709

Dear Mr. Thompson :

We have reviewed your amended 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.   Where we refer to prior comments we are referring to our letter dated June 28, 2013.

Please respond to this letter within ten business days by amending your filing, by
providing the requested infor mation, 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 ame ndment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We note that you did not provide written responses to our prior comment letter  or file a
copy of the  revised inform ation statement marked to show changes .  Please respond to the
following comments by (a) amending your filing as appropriate and including a marked
copy of your revisions and (b) filing a written response .

2. We reissue prior comment 1  in its entirety .  As previously noted , 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 th e
consent of the holders of 51% 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 percentage of votes they each represent and describe their
relationships with the company. Please also tell us the sequence of events through which

Daniel Thompson
Cardiff International, Inc.
July 19 , 2013
Page 2

 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.

3. We reissue prior comment 2 in its entirety .  As you have not provided the information
requested pursuant to that comment.  Although we note your disclosures on page 7 stating
that you are behind in your filing obligations, this disclosure does not appear responsive
to our comment, insofar as  you have not indicated how your late filings  impact or when
you expect to become current with respect to your filing obl igations .  In addition , we note
your statement that further investments will bring you into compliance with your filing
obligations under the Exchange Act ; however, it is unclear how capital raising would
impact your reporting obligations.

4. As previously requested , please provide a written statement from the company that
includes the representations we included in the penultimate paragraph of  our prior letter.

Advantages and Dis advantages of the  Increase to the Authori zed Shares, page 4

5. We reissue prior comment 6  as it does not appear that you have include d illustrative
quant itative examples of the dilutive  consequences of the issuance of Series A and B
Preferred Stock.  This discussion should also address the dilutive  effects related to
conversion of preferred shares .

 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