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(Exact name of registrant as specified in its charter)











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.





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**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 December 31,
2003 and the results of its operations and changes in its financial position from September 30, 2003
through December 31, 2003 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.

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******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 Shares Issued and

Outstanding
|Capital in Excess of Par Value                                                                         
|Retained Deficit                                                                                       
|Total Stockholders' Equity (Deficit)                                                                   
|Total Liabilities & Stockholders' Equity (Deficit)                                                     

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|                                    | For the Three Months Ended
|----------------------------------- | --------------------------
|                                    | December 31,


2003       
|                                    |                           
|Revenue                             | $-                        
|                                    |                           
|Expenses                            |                           
|General & Administrative            | -                         
|Total Operating Expenses            | -                         
|Net (Loss) from Operations          | -                         
|                                    |                           
|Other Income (Expenses)             |                           
|Interest (Expense)                  | (2,399)                   
|Total Other Income  (Expenses)      | (2,399)                   
|Net Income (Loss)  - Before Taxes   | (2,399)                   
|Taxes                               | -                         
|Net Income (Loss)                   | $	(2,399)                 
|Loss per Common Share               | $	(0.00)                  
|Weighted Average Outstanding Shares | 9,990,544                 

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|                                           | For the Three Months Ended
|------------------------------------------ | --------------------------
|                                           | December 31,


2003       
|Cash Flows from Operating Activities       |                           
|Net Income (Loss)                          | $	(2,399)                 
|Changes in Operating Assets & Liabilities; |                           
|(Increase) Decrease in Interest Receivable | -                         
|Increase (Decrease) in Accounts Payable    | -                         
|Increase in Interest Payable               | 2,399                     
|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                                      | -                         

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**NOTE 1  - Interim Financial Statements**

The financial statements for the three months ended December 31, 2003 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
December 31, 2003.  The results of the three 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 30, 2003 audited financial statements.  The
results of operations for the periods ended December 31, 2003 are not necessarily indicative of the
operating results for the full year.

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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 $(2,399) and $(1,990) for the
quarters ended December 31, 2003, and December 31, 2002, 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.

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**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

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**OTHER INFORMATION**

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

(A)  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.

(B) Subsequent to year end, an 8-K was filed February 26, 2004 for a Change in Auditors.

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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

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Exhibit 31

******SECTION 302 CERTIFICATION**

I, Robert Wallace, certify that:

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: July12,  2004				/s/

Robert Wallace

Chief Executive Officer

And Principal Accounting Officer

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Exhibit 31

**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 December 31, 2003 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: July 12,  2004					 /s/

Robert Wallace, Chief Executive Officer

And Principal Accounting Officer

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