SecProbe.io

Mail Stop 3561

August 31, 2017

Alex Cunningham
Chief Executive Officer
Cardiff International, Inc.
401 E. Las Olas Boulevard, Suite 1400
Ft. Lauderdale, Florida  33301

Re: Cardiff International, Inc.
Item 4.02 Form 8 -K filed August 30, 2017
Item 4.02 Form 8 -K filed August 22, 2017
Item 4.02 Form 8 -K filed July 27, 2017
File No. 000 -49709

Dear  Mr. Cunningham :

We have reviewed your filing s 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 these comments within ten business days by providing the requested
information or advi se us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 4.02 Non -Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review

1. Please give consideration to filing as one amendment to the Item 4.02 disclosures
included in the Form 8 -Ks referenced above, whereby such  amendment would be
designated and filed as a Form 8 -K/A and include in their entirety the previous
information you provided.  In this regard, the Form 8 -K/A should specifically provide a
discussion on the non -reliance on the unaudited interim financial st atements included in
both the Quarterly Reports on Form 10 -Q for the quarter ended March 31, 2017 and the
Quarter ended June 30, 2017.  The Form 8 -K/A should also provide disclosure of the
following for each set of interim financial statements that managem ent concluded should
no longer be relied upon:

Alex Cunningham
Cardiff International, Inc.
August 31 , 2017
Page 2

 a) The date s your Board of Directors (the “Board”) concluded that the March 31,
2017 and the June 30, 2017 unaudited interim financial statements contained in
the Quarterly Reports on Form 10 -Q for the respec tive periods should no longer
be relied upon;

b) Description of the facts underlying the conclusion to the extent known as to why
the financial statements should not be relied upon.  In this regard, we note that
your March 31, 2017 interim financial state ments should not be relied upon
because there will be restatement to reflect adjustments in the fair market value,
as reported in the Form 8 -K filed on July 27, 2017, and that such is also the
reason for your June 30, 2017 interim financial statements as r eported in the Form
8-K filed on August 30, 2017.  Please expand the discussion thereof to disclose
the nature of the deficiency concerning the fair market value by disclosing the
affected asset or liability accounts, the adjustment amounts (if known at th is
time), and the reason for the adjustments and the appropriate accounting that
should have been applied  for each of the March 31, 2017 and June 30, 2017
interim financial statements .

c) Disclosure of whether the Board, or authorized officer or officer s, discussed the
matters disclosed in the Form 8 -K/A pertaining to the March 31, 2017 and June
30, 2017 unaudited interim financial statements and their non -reliance with your
independent registered public accounting firm;

d) Disclose the expected time fr ame for restatement of the March 31, 2017 and June
30, 2017 unaudited interim financial statements and when amendments to the
respective Forms 10 -Q will be filed. To the extent such will be restated and filed
as soon as practicable, please so state.

2. Please file as correspondence, a separate supplemental response letter that addresses each
of the above comments contained in this letter.  Please note this response letter may also
be inclusive by you in addressing comments in our letters dated August 3, 2017 and
August 29, 2017, previously issued.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Alex Cunningham
Cardiff International, Inc.
August 31 , 2017
Page 3

  You may contact me at (202) 551 -3328, if you have questions regarding the above
matters.

Sincerely,

 /s/ Beverly A. Singleton

Beverly A. Singleton
Staff Accountant
Office of Transportation and Leisure