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      Unassociated Document

      October
        11, 2005

      Mr.
        Brad
        Skinner

      Accounting
        Branch Chief

      United
        States

      Securities
        and Exchange Commission

      Room
        4562

      Washington,
        D.C. 20549

              Re:

                Cardinal
                  Communications, Inc.

                Form
                  10-KSB for the Fiscal Year Ended December 31,
                  2004

                Filed
                  March 31, 2005

                Form
                  10-QSB for the Fiscal Quarter Ended June 30,
                  2005

                Filed
                  August 18, 2005

                File
                  No. 1-15383

      Dear
        Mr.
        Skinner,

      Thank
        you
        very much for your comments; I believe that working through your comments
        with
        my staff will enhance our Company disclosures in future filings. My staff
        and I
        appreciate your time spent on our filings. We will take your comments in
        order
        of your letter.

      Comment
        1.

      Form
        10-KSB for the Fiscal Year Ended December 31, 2004

      Item
        6. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations.

            1.

              Cardinal’s
                disclosures under this section appear to be overly general and do
                not
                provide the information required under Item 303 of Regulation S-B
                and SEC
                Release Nos. 33-8350 and 33-6835. Please tell us, with a view towards
                disclosure in future filings, how you have addressed the requirements
                provided in this guidance regarding material changes from period
                to period
                in your financial statement line items, known trends or uncertainties
                and
                your liquidity.

      Response
        1.

      In
        future
        filings we are changing the way we approach our Management Discussion and
        Analysis (MD&A). After reviewing our historical report you cited above and
        particularly Item 6 we feel we need to better explain the context of our
        operations. We always strived to technically meet the disclosure requirements;
        however we only included abbreviated descriptions of the technical items
        and not
        sufficient insight as to why the results occurred or as to our objectives
        with
        the company and how these results affect our objectives.

      We
        will
        be changing the way we approach our MD&A beginning with our next 10-QSB for
        the Fiscal Quarter Ended September 30, 2005. We will be discussing how we
        view
        the Company and give a more detailed explanation of how we are working to
        solve
        our liquidity problems. As part of the process we will be enlisting our
        subsidiary Presidents to add insight into their operations and provide more
        detail regarding important trends and events that will likely affect our
        performance. Our discussion will target:

            a)

              Material
                trends, events or uncertainties,

            b)

              Source
                of liquidity,

            c)

              Material
                commitments for capital expenditures and how we expect to fund these
                commitments,

            d)

              Any
                extra-ordinary sources of income or
                expense,

            e)

              Explanations
                of material differences from period to period in our financial
                statements,

            f)

              Any
                seasonal aspects of our business that had a material impact on our
                business.

            g)

              Any
                off-balance sheet arrangements that may impact our business,
                and

            h)

              any
                commitments and contingencies that may affect our
                business.

      Comment
        2.

      Form
        10-QSB for the Fiscal Quarter Ended June 30, 2005

      Notes
        to Consolidated Financial Statements

      Revenue
        Recognition, page 14

            2.

              We
                note Cardinal’s disclosure regarding fees received from mortgage lenders.
                To aid investor understanding of the financing activities related
                to sales
                in your real estate operations, expand your disclosure in future
                filings
                to address the following:

            a.

              Explain
                how sales of Cardinal’s Real Estate are
                financed;

            b.

              Describe,
                in reasonable detail, Cardinal’s initial and continuing involvement in
                sales financing, and

            c.

              Explain
                how Cardinal’s involvement in sales financing is reflected in Cardinal’s
                financial statements. Address how the timing and amount of any assets
                or
                revenues recognized in connection with financing activities are
                determined.

      Note
        that
        this comment applies to disclosure in the notes to Cardinal’s financial
        statements as well in the business and MD&A sections of future
        filings.

            Cardinal
              Communications, Inc. Response to Securities and Exchange Commission
              Comments
              Dated September 28, 2005

            Page
              2 of
              9

      Response
        2.

      Beginning
        with our next 10-QSB for the Fiscal Quarter Ended September 30, 2005 we will
        describe the Real Estate Sales Process and how we use outside mortgage companies
        for many of our sales, but we also use our mortgage broker subsidiary,
        Lighthouse Lending as a preferred broker to place the loans with 3rd
        parties.
        We will explain the process of closing real estate sales including the
        distribution of proceeds - first to any direct construction loans and second,
        any proceeds are then distributed directly on the day of closing to the company.
        We will also describe how Lighthouse Lending receives its commission for
        placing
        loans.

      Comment
        3.

      Marketable
        Securities and Comprehensive Loss, page 15

            3.

              Please
                explain to us how Cardinal determined that the securities receivable
                related to the ZKID stock has had value since entering into the sale
                transaction. As part of Cardinal’s response, explain to us Cardinal’s
                basis for concluding that ZKID is willing and/or able to compensate
                you
                for the fair value differential required by the original
                agreement.

      Response
        3.

      The
        Section in our 10Q-SB for the Fiscal Quarter Ended June 30, 2005
        reads:

      Marketable
        Securities and Comprehensive Loss

      In
        May 2004, the Company sold Children's Technology Group, Inc., dba MomsandDads,
        to ZKID Network Company (OTCBB: ZKID). The terms of the sale provided for
        ZKID
        to pay us $600,000 in stock consideration (the "Purchase Price'). At closing
        the
        Company received 4,000,000 shares of ZKID common stock valued at $0.15 per
        share. The terms of the purchase and sale agreement provide that if the shares
        issued to us do not have a market value of at least $600,000, then ZKID would
        issue additional shares to us for the difference. At this time there is doubt
        that Zkid Network will be able to fully satisfy the terms of this agreement
        and
        therefore the Company is recording the unrealized loss as comprehensive loss.
        At
        June 30, 2005 the market value of the 4,000,000 shares was $48,800 and therefore
        the Company recorded a $551,200 comprehensive loss.

            Cardinal
              Communications, Inc. Response to Securities and Exchange Commission
              Comments
              Dated September 28, 2005

            Page
              3
of
              9

      In
        order
        to write this disclosure, we started by calculating the June 30, 2005 value
        of
        the 4 million shares of ZKID stock we currently own as:

      4,000,000
        shares X $.0122/share = $48,800

      The
        Share
        Price above reflects the average of the high and low of ZKID’s share price on
        June 30, 2005 rounded to 4 digits.

      Next
        we
        subtracted the June 30, 2005 value from the purchase price of the
        sale:

      $600,000
        - $48,800 = $551,200

      The
        $551,200 amount we are due from ZKID per the terms of the sale of our assets.
        We
        have attempted contact with Mitchel Letterer the President of ZKID and have
        been
        unable to confirm ZKID’s ability to pay this debt through the issuance of
        additional shares. In prior periods, we had recorded a Securities Recievable
        for
        the short fall in value of the stock compared to the agreed upon value. We
        continually evaluate the ability of ZKIDs to issue additional shares for
        the
        short fall. During the second quarter of 2005 we determined that due to the
        decline in market value, it was appropriate to record the difference as a
        component of Comprehensive Loss. We believe that ZKIDs market value decline
        is
        temporary and will adjust the value quarterly in our filings.

      Comment
        4.

      Note
        5. Acquisitions, page 17

            4.

              Please
                explain to us how Cardinal determined the fair value of the common
                and
                preferred stock issued in the acquisition of Sovereign Partners,
                LLC.
                Provide us with any analysis that shows the number of common and
                preferred
                shares used in the calculations and explain the basis of your
                determination of fair value. In addition, explain to us why you have
                not
                disclosed the nature of the significant contingent consideration
                that may
                be earned by the sellers.

      Response
        4.

      The
        Note
        5. Acquisitions in our 10Q-SB for the Fiscal Quarter Ended June 30, 2005
        reads:

      Note
        5. ACQUISITIONS

      Sovereign
        Partners, LLC

      On
        February 18, 2005, the Company closed on the acquisition with Sovereign
        Partners, LLC (Sovereign) to acquire 100% of the membership interests of
        Sovereign from the Members in exchange for the issuance of 35,000,000 shares
        of
        the Company’s common stock and 100,000 shares of the Company’s newly created
        Series B Convertible Preferred Stock. Under the terms of the acquisition
        agreement the members are to be issued an additional 125,000 shares of Series
        B
        Preferred Stock on each of January 1, 2006 and July 1, 2006. As a result
        of the
        Acquisition, Sovereign is now owned and operated as a wholly owned subsidiary
        of
        the Company. Sovereign operations include real estate development and the
        related communications infrastructure for residential, multiple dwelling
        unit
        (apartment) and planned community developments. See Sovereign Acquisition
        under
        Item 2. Managements Discussion and Analysis of Financial Condition and Results
        of Operations below.

            Cardinal
              Communications, Inc. Response to Securities and Exchange Commission
              Comments
              Dated September 28, 2005

            Page
              4
of
              9

      This
        transaction was accounted for using the purchase method and, accordingly,
        the
        purchase price has been allocated to net assets acquired based on their
        estimated fair values at the date of acquisition. The preliminary allocation
        resulted in goodwill totaling approximately $6,841,073. Goodwill was recorded
        at
        its purchase price and is not being amortized. Pursuant to SFAS 142 (“Goodwill
        and Other Intangible Assets”) and SFAS 144 (“Accounting for the Impairment or
        Disposal of Long-Lived Assets”) the Company evaluates its goodwill for
        impairment annually. Pro forma results of operations are presented on a Current
        Report on Form 8-K by amendment filed August 4, 2005. Financial statements
        for
        years ended 2002, 2003 and 2004 are included in the August 4, 2005 Current
        Report on Form 8-K/A.

                    Sovereign
                      Preliminary Purchase Price Allocation

                    Consideration

                    Stock

                    $

                    5,705,000

                    Transaction
                      costs

                    294,765

                    Minority
                      Interest

                    4,750,672

                    Assumption
                      of liabilities

                    43,003,203

                    Adjusted
                      Purchase Price

                    53,753,640

                    Allocation
                      to Assets

                    (46,912,567

                    )

                    Residual
                      Value of Goodwill

                    $

                    6,841,073

      The
        preliminary estimate of assets represents management’s best estimate based on
        currently available information; however, such estimate may be revised within
        the one-year period following the acquisition date. The Company has engaged
        a
        third party business valuation expert to assess the fair market value of
        Sovereign and its assets.

      The
        following unaudited proforma condensed statements of operations assumes the
        Sovereign Partners, LLC acquisition occurred on January 1, 2005 and presents
        proforma financial information for the six months ended June 30, 2005.

      Proforma
        adjustments, in the opinion of management, only an adjustment to expenses
        is
        currently necessary to present fairly such unaudited proforma condensed
        statements of operations.

          Cardinal
            Communications, Inc. Response to Securities and Exchange Commission Comments
            Dated September 28, 2005

          Page
            5
of
            9

                  January
                    1 to

                  January
                    1 to

                  Proforma

                  Proforma

                  June
                    30

                  February
                    18

                  Cardinal

                  Sovereign

                  Adjustments

                  Combined

                  Revenues

                   $

                  12,851,297

                   $

                  3,240,113

                   $

                   -

                   $

                   16,091,410

                  Expenses

                  Costs of Goods Sold

                   7,457,777

                   2,639,582

                   10,097,359

                  Depreciation and amortization

                  719,346

                  3