SecProbe.io

CORRECTED
August 8 , 2014

Via E -mail
Daniel Thompson
Chief Executive Officer
Cardiff International, Inc.
411 N New River Drive E, Unit 2202
Fort Lauderdale , FL  33301

 Re: Cardiff International, Inc.
 Preliminary Information  Statement  on Schedule 14C
 Filed August 6 , 2014
 File No. 000-49709

Dear Mr. Thompson :

We have reviewed the above -referenced  filing , and 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 by amending your filing, by providing the requested
information, or by a dvising 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 fi ling and the information you provide in
response to these comments, we may have additional comments.

1. Your discussion of the change in domicile  is significantly deficient and must be
expanded , at a minimum as described in our comments below .

2. The information statement should disclose all material differences between each state’s
corporate law provisions and between provisions of your current and anticipated articles
and bylaws.  Further, if you have elected to include provisions in your new charter
documents that offer management greater flexibility or impose greater burdens on
shareholders other than those that Florida law would impose absent the provisions, this
should be disclosed.

3. We note your statements that the board has determined that it wo uld be in the company’s
best interest to change the company’s domicile and that Florida would allow the company
to take advantage of beneficial statutes and regulations regarding corporate governance
and taxation.  Your discussion should be balanced to inc lude any disadvantages that may

Daniel Thompson
Cardiff International, Inc.
August 8 , 2014
Page 2

 be imposed on shareholders as a result of the change in law from Colorado to Florida and
as a result of any amendments to your charter documents.

4. You state that the change in domicile  will be effected  by “filing with both t he State of
Florida and Colorado” and  that it  “will become effective in 7 to 10 days from the date
filed” with Florida.  Please revise your information statement  to briefly describe the
mechanic s of the series of transactions  that will be used to effect th e change in domicile.

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 re quire.   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 responding to our comments, please provide a writte n 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.

If you have questions or comments p lease  contact Luna Bloom, Staff Attorney, at (202)
551-3194, or in h er absence, the undersigned at (202) 551 -3457 .

        Sincerely,

        /s/ Maryse Mills -Apenteng
        by Mark P. Shuman

        Maryse Mills -Apenteng
        Special Counsel