SecProbe.io

CORRESP
1
filename1.htm

October 3rd, 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 Information Statement
on Schedule 14C

Filed August 2, 2013

File No. 000-49709

Dear Mr. Thompson:

We have reviewed your response letter dated September
20, 2013. 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 September 9, 2013.

Please respond to this letter
within ten business days 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. You state that prior to your advisory meeting, one of your non-affiliate shareholders contacted
several of your shareholders with the suggestion to restructure the Company. You also state that the non-affiliated shareholder’s
recommendations were welcomed by the contacted shareholders and that such shareholders requested that you adopt “the plan
to restructure.” Please clarify the specific proposals the non-affiliated investor proposed to you and your shareholders
during the advisory meeting.

Daniel Thompson

Cardiff International, Inc.

October 3, 2013

Page 2

Please contact Ivan Griswold, Attorney-Advisor,
at (202) 551-3853 or, in his absence, me at (202) 551-3456 with any questions.

Sincerely,

/s/ Matthew Crispino

Matthew Crispino

Attorney-Advisor

Response: October 4, 2013

You have requested us to clarify
how the specific proposals came about concerning the non-affiliated investor and the proposed actions presented during the advisory
meeting.

Their proposal was discussed
and agreed to prior to our advisory meeting, as stated earlier, one investor a non-affiliate shareholder of neither the corporation
nor an officer or director of the company had contacted several of our shareholders of record with the suggested changes and recommendation
that needed to be made in order to protect their investments.  His recommendation was welcomed by every shareholder he discussed
it with and all 8 demanded we adopt the plan to restructure.  As a result of their discussions, a meeting was requested at
which time the company was provided with written approval by the previously list of 10 shareholders to file the necessary documents
to re-organize.

.

In the instant case, these ten
shareholders constitute more than 51% of voting power of the shareholders eligible to vote.

The demand was for the following
changes:

 1. Each investor agreed that money was being wasted to carry out simple board resolutions. They
advised me that they hired me to run the company and did not want money thrown away on unnecessary Proxy’s. They indicated
they had sought counsel and were advised that as the CEO I could be issued “Control Voting Shares” and this would save
the company money and allow me to act on behalf of the company in an expeditious manner to turn it around.

 2. Preferred shares were requested to maximize the company’s options to capitalize the company
and further be used to acquire in a Tax free manner other assets and acquisitions.

 3. Additional Common shares were requested to maximize the company’s ability to attract long
term institutional investors.

After the eight shareholders
met and agreed on the direction they wanted the company to go in, they requested to meet with me and Joseph Dileonardo. The non-affiliate
spokesperson shared the concerns they had and recommend the changes found in the 14C. At no time was there a solicitation and as
required over 51% of the vote is in favor of the changes.