---













(Exact name of registrant as specified in its charter)

NEVADA                                               
87-0267292
                          
(State or other jurisdiction of                                 
(IRS Employer
                           
incorporation or organization)                               
Identification No.)



Registrant's telephone number including area code:			  (801) 497-9075

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the registrant was required to file such reports)



and (2) has been subject to such filing requirements for the past 90 days.





---



**ITEM 1 - FINANCIAL STATEMENTS**

The condensed financial statements included herein have been prepared by the Company,
pursuant to the rules and regulations of the Securities and Exchange Commission.

In the opinion of the Company, all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the Company as of March 31, 2004
and the results of its operations and changes in its financial position from September 30, 2003
through March 31, 2004 have been made.  The results of its operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.

---

******Cardiff Communications, Inc.**



|**Assets**                                                                                               
|---------------------------------------------------------------------------------------------------------
|                                                                                                         
|Current Assets                                                                                           
|Cash                                                                                                     
|Total Assets                                                                                             
|                                                                                                         
|**Liabilities and Stockholders' Equity**                                                                 
|Current Liabilities                                                                                      
|Accounts Payable                                                                                         
|Interest Payable                                                                                         
|Note Payable                                                                                             
|Total Current Liabilities                                                                                
|Stockholders' Equity (Deficit)                                                                           
|Common Stock 10,000,000 Shares Authorized at $.001
Par Value; 9,990,544 and Shares Issued and Outstanding
|Capital in Excess of Par Value                                                                           
|Retained Deficit                                                                                         
|Total Stockholders' Equity (Deficit)                                                                     
|Total Liabilities & Stockholders' Equity (Deficit)                                                       

---









|                                      | For the Three


Months Ended | For the Six


Months Ended
|------------------------------------- | ---------------------------- | --------------------------
|                                      | March 31,


2004             | March 31,


2003          
|                                      |                              |                           
|Revenue                               | $-                           | $-                        
|                                      |                              |                           
|Expenses                              |                              |                           
|General & Administrative              | 925                          | 3,590                     
|Total Operating Expenses              | 925                          | 3,590                     
|Net (Loss) from Operations            | (925)                        | (3,590)                   
|                                      |                              |                           
|Other Income (Expenses)               |                              |                           
|Interest Income                       | -                            | -                         
|Interest (Expense)                    | (2,399)                      | (1,139)                   
|Total Other Income  (Expenses)        | (2,399)                      | (1,139)                   
|Net Income (Loss)

- Before Taxes     | (3,324)                      | (4,729)                   
|Taxes                                 | -                            | -                         
|Net Income (Loss)                     | $	(3,324)                    | $	(4,729)                 
|Loss per Common Share                 | $-                           | $-                        
|Weighted Average 

Outstanding Shares | 9,990,544                    | 9,820,544                 

---









|                                           | For the Six Months
|------------------------------------------ | ------------------
|                                           | March 31


2004   
|Cash Flows from Operating Activities       |                   
|Net Income (Loss)                          | $	(5,723)         
|Changes in Operating Assets & Liabilities; |                   
|Increase (Decrease) in Accounts Payable    | 925               
|Increase in Interest Payable               | 4,798             
|Net Cash (Used) by Operating Activities    | -                 
|                                           |                   
|Cash Flows from Investing Activities       | -                 
|Net Cash Provided by Investing Activities  | -                 
|                                           |                   
|Cash Flows from Financing Activities       |                   
|Net Cash Provided by Financing Activities  | -                 
|Increase (Decrease) in Cash                | -                 
|Cash, Beginning of Period                  | 200               
|Cash, End of Period                        | $	200             
|Supplemental Cash Disclosure               |                   
|Interest                                   | $-                
|Taxes                                      | -                 

---









The financial statements for the three months ended March 31, 2004 were prepared from the books
and records of the company.  Management believes that all adjustments have been made to the
financial statements to make a fair presentation of the financial condition of the company as of
March 31, 2004.  The results of the six months are not indicative of a full year of operation for the
Company.

Certain information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted.  It is
suggested that these financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's September 31, 2003 audited financial statements.  The
results of operations for the periods ended March 31, 2004 are not necessarily indicative of the
operating results for the full year.

---

**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.**

Liquidity and Capital Resources.      The Company has minimal liquid assets and is currently in
the process of looking for business opportunities to merge with or acquire.  At minimum, the
Company will need to raise additional capital through private funding to meet the financial needs
of being a reporting company.  Historically, the Company has been successful in raising operational
capital.  There is no guarantee that the Company will be successful in obtaining necessary funding
to develop any business opportunities.

Results of Operation.    The Company reported a net loss of $(3,324) and $(4,729) for the
quarters ended March 31, 2004, and March 31, 2003, respectively.  The Company anticipates very
little or no overhead from future operations until a successor business can be acquired or merged.

Plan of Operations.    The Company is currently in the process of looking for business
opportunities to acquire or merge with.  There is no guarantee that management will be successful
in finding such an opportunity.

---

**ITEM 3 - CONTROLS AND PROCEDURES.**

(a) Evaluation of disclosure controls and procedures.  The Company's principal executive
officer and its principal financial officer, based on their evaluation of the Company's disclosure
controls over financial reporting and procedures (as defined in Exchange Act Rules 13a-14 (c) as of
December 31, 2003, have concluded that the Company's disclosure controls over financial reporting
and procedures are adequate and effective for the purposes set forth in the definition in Exchange
Act rules.

(b) Changes in internal controls over financial reporting.  There were no significant changes
in the Company's internal controls over financial reporting  or in other factors that could
significantly affect the Company's internal controls subsequent to the date of their evaluation

---



Item 1.	Legal Proceedings	None

Item 2.	Changes in Securities	None

Item 3.	Defaults Upon Senior Securities	None

Item 4.	Submission of Matters to a Vote of Security Holders	None

Item 5.	Other Information	None

Item 6.	Exhibits and Reports on Form 8-K

1). The following exhibits are filed with this report:

31. Written statement of Chief Executive Officer and Chief Financial Officer with respect
to the compliance with Section 302 of the Sarbanes-Oxley Act of 2002.

32. Written statement of Chief Executive Officer and Chief Financial Officer with respect
to the compliance with Section 13 (a) and 15(d) of the Securities Exchange Act of 1934 and pursuant
to the 19 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002.

2) 8-K,  Item 4 Change in Auditors, was filed February 26, 2004.

---





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned authorized officer.

Dated: July 12,  2004	Cardiff Communications, Inc.

By:   /s/

Robert Wallace

---

**Exhibit 31**

**SECTION 302 CERTIFICATION**

1. I have reviewed this quarterly report on Form 10-QSB of Cardiff Communications,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report.

3.  Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.  I am responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 12a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such controls and
procedures to be designed under my supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to me by
others within those entities, particularly during the period in which this quarterly report is
being prepared.

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report my conclusions about the effectiveness of the disclosure controls
and procedures as of the end of the period covered by this quarterly report based on such
evaluations; and

c) Disclosed in this report any change in the small business issuer's internal control over
financial reporting that occurred during the small business issuer's most recent fiscal
quarter  that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls over financial reporting;
and

b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls over financial reporting.

Date: July 12,   2004				/s/

Robert Wallace

Chief Executive Officer

And Principal Accounting Officer

---

Exhibit 32

**CERTIFICATION PURSUANT TO**

**18 U.S.C. SECTION 1350,**

**AS ADOPTED PURSUANT BY**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

In connection with the Quarterly Report of Cardiff Communications, Inc., on Form 10-QSB
for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on
the date hereof (the *"Report"*), the undersigned, Robert Wallace, Chief Executive Officer and
Principal Accounting Officer  of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the
Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.

Date: July12,  2004					  /s/

Robert Wallace, Chief Executive Officer

And Principal Accounting Officer

---