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CORRESP
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    cardiff_corres-082508.htm

    August
25, 2008

    Ms. Tia
Jenkins

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, North East

    Washington,
D.C. 20549

              Re:

              Cardiff International,
      Inc.

                Form
      10-KSB for fiscal year ended December 31, 2007 and Form 10-QSB for fiscal
      quarter ended March 31, 2008

                  File No.
      000-49709

    Dear Ms.
Jenkins:

    We have reviewed the comments of the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the filings of Cardiff
International, Inc. (the “Company”), as set forth in your letter dated July 31,
2008.  We appreciate the comments intended to assist us in complying
with applicable disclosure requirements and in enhancing the overall disclosure
in our filings.  We have set forth below our responses to each of the
Staff’s comments.

    For
reference purposes, the text of the Comment Letter has been reproduced herein
with responses below each numbered comment.  In connection with our
responses, Cardiff International, Inc. acknowledges that:

              ·

              Cardiff
      International, Inc. is responsible for the adequacy and accuracy of the
      disclosures 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

              ·

              Cardiff
      International, Inc. 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.

    Form 10-KSB for fiscal year
ended December 31, 2007

    Item 8A Controls and
Procedures

    (b) Management’s Report on
Internal Controls Over Financial Reporting, page 27

    1.
Please revise to clearly indicate if management has concluded that internal
control over financial reporting was effective or not effective.

    Response to Comment
1:  The Company has prepared an amended Form 10-KSB for fiscal
year ended December 31, 2007, which has been revised to clearly indicate that
management has concluded that the internal controls over financial reporting was
effective. This amended form will be filed with the Commission no later than
August 26, 2008.

    2.
We note that you have not provided a statement in substantially the following
form: “This annual report does not include an attestation report of the
company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.”  Please revise to provide
such disclosure as required by paragraph a(4) of Item 308(T) of Regulation
S-B.

    Response to Comment
2:  The Company has prepared an amended Form 10-KSB for fiscal
year ended December 31, 2007, which has been revised to include such a
disclosure as required by paragraph a(4) of Item 308(T) of Regulation
S-B.  This amended form will be filed with the Commission no later
than August 26, 2008.

    3.
We note that you have not identified the framework used by management to
evaluate the effectiveness of your internal control over financial reporting as
required by paragraph a(2) of Item 308(T). Please advise or revise.

    Response to Comment
3:  The Company has prepared an amended Form 10-KSB for fiscal
year ended December 31, 2007, which has been revised to identify the framework
used by management to evaluate the effectiveness of our internal control over
financial reporting as required by paragraph a(2) of Item 308(T). This amended
form will be filed with the Commission no later than August 26,
2008.

    4.
We note your disclosure that there were no significant changes in your internal
control or other factors that could significantly affect such controls
subsequent to the date of your officer’s evaluations.  Revise to
clearly state, if true, that there were no changes in internal control over
financial reporting identified in connection with the evaluation that occurred
during your last
fiscal quarter, that materially affected, or are reasonably likely to
materially affect, your internal control over financial reporting.

        2

    Response to Comment 4: The
Company has prepared an amended Form 10-KSB for fiscal year ended December 31,
2007, which has been revised to clearly state that there were no changes in
internal control over financial reporting that occurred during the last fiscal
quarter, that materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.  This
amended form will be filed with the Commission no later than August 26,
2008.

    5.
Please revise to disclose the specific steps that the company has taken, if any,
to remediate the material weaknesses identified.  Disclose when the
material weakness were identified, by whom the weaknesses were identified and
when the material weakness first began.

    Response to Comment
5:  The Company has prepared an amended Form 10-KSB for fiscal
year ended December 31, 2007, which has been revised to disclose the specific
steps the Company has taken to remediate the material weaknesses identified, as
well as when the material weaknesses were identified, by whom the weaknesses
were identified and when the weaknesses first began. This amended form will be
filed with the Commission no later than August 26, 2008.

    Section 302
Certifications

    6.
We note that your Section 302 certifications do not comply with the language
required by Item 601(31) of Regulation S-K in the following
respects:

    -
The identification of the certifying individual at the beginning of the
certifications required by Exchange Act Rule 13a-14(a) also includes the title
of the certifying individual.  The identification of the certifying
individual at the beginning of the certifications should be revised so as not to
include the individual’s title.

    -
In paragraph 2, you identify the wrong periodic reports (i.e., you refer to a
Form 10-KSB/A when the certifications are filed with your annual report on Form
10-KSB.) The identification of the report in paragraph 2 should correspond to
the associated filing.

    -
The head note to paragraph 4 does not include a reference to internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)).

    -
Paragraph 4(b) as defined in Item 601(31) of Regulation S-K was not
included.

    Please
revise to address each of the matters noted above.

    Response to Comment 6: The
Company has prepared an amended Form 10-KSB for fiscal year ended December 31,
2007, including section 302 certifications that have been revised in the manners
noted above.  This amended form will be filed with the Commission no
later than August 26, 2008.

        3

    Form 10-QSB for the
Quarterly Period Ended March 31, 2008

    7.
Beginning February 4, 2008, companies formerly classified as “small business
issuers” under Regulation S-B must file their quarterly reports on Form 10-Q
after they have filed an annual report for a fiscal year ending after December
15, 2007.  Although small business issuers are now required to file on
Form 10-Q, the disclosure requirements of that form are now tailored for smaller
companies.  We note that your quarterly report for the first quarter
of fiscal year 2008 was on Form 10-QSB and no Form 10-Q.  Although we
are not asking you to correct that filing just to reflect the proper form type,
we ask that you review your filing requirements and consider whether any action
is necessary if your recently filed quarterly reports do not contain all
required information.  In any event, you should file your next
quarterly report on Form 10-Q.

    Response to Comment
7:  The quarterly report for the quarter ended June 30, 2008
has been filed with the commission on Form 10-Q on August 19,
2008.  In addition, the Company is preparing an amended quarterly
report for the quarter ended March 31, 2008 on Form 10-Q. This amended form will
be filed with the Commission no later than August 26, 2008.

    8.
Please revise your quarterly report, as necessary, to comply with the comments
above on your Form 10-KSB (e.g. Section 302 certifications).

    Response to Comment 8: The
Company has prepared an amended Form 10-Q for the fiscal quarter ended March 31,
2008 and June 30, 2008, including section 302 certifications that have been
revised to comply with Comment 6 above.

    Sincerely,

    /s/ Daniel
Thompson

    Daniel
Thompson

    Chief
Executive Officer

    4