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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

**FORM 10-KSB**

[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended **September 30, 2001**



[    ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934





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



Registrant's telephone number, including area code:**(801) 308-0011**

Securities registered pursuant to Section 12(b) of the Act: **NONE**Securities registered pursuant to Section 12(g) of the Act: **NONE**

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. **[ X ]**

Revenue for the year ended September 30, 2001:   $3,800.

As of January 14, 2002 it is unclear as to the aggregate market value of the voting stock held by non-affiliates of
the Registrant.  This is due to the low or almost non-existing trading of the Registrant's Securities.

As of January 14, 2002 the number of shares outstanding of the Registrant's Common Stock was 6,800,544.

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Cardiff Communications, Inc.,  ("the Company") was organized in December 1906 in the State of Utah under
the name "Cardiff Industries."  Subsequently, the name was changed to "Cardiff Communications."   On July 12,
2001 the Company changed  it's domicile to the State of Nevada.  The Company has had no operations in the last
10 years.

The Company is currently seeking a business opportunity merge with or acquire, but to date has not located
in any such business opportunities.  There is no assurance that the Company will be successful in finding any
business opportunity  to merge with or acquire.

**ITEM 2.  DESCRIPTION OF PROPERTY**

The Company currently has no office and pays no rent or expenses.

**ITEM 3.  LEGAL PROCEEDINGS**

None

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**

None



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Because this report is being prepared in 2002, the Company has not been able to obtain any reliable trading
history for the period reported.  During the year ended September 30, 2001 there appeared to be little or no trading
in the stock of the Company.  As of January 14, 2002, the Company had approximately 1,165  shareholders of
record.



**Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION**
**AND RESULTS OF OPERATIONS**

The Company had revenue of $3,800 during the year ended September 30, 2001.  Total stockholders' equity
was  $(81,461), as compared to $(64,566) at September 30, 2000. The Company has no operating capital for future
operations.

**Liquidity and Capital Resources**

The Company has no 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.  There is no guarantee that the Company will be successful
in obtaining necessary funding to develop any business opportunities.

The Company reported a net loss of $(16,895) for the year ended September 30, 2001, compared to a net
income of $800 for the previous year.  The Company anticipates very little or no overhead from future operations
until a successor business can be acquired or merged.

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(a)(1)	The following financial statements of the Company and its subsidiaries have been filed as part of this report
(see Item 8 "Financial Statements and Supplementary Data"):

Independent Auditors' Report

Balance Sheets as of September 30, 2001.

Statements of Operations for the years ended September 30, 2001 and September 30, 2000.

Statement of Stockholders' Equity for the period from October 1, 1998 to September 30, 2001.

Statement of Cash Flows for the years ended September 30, 2001 and September 30, 2000.

Notes to Financial Statements.

(2)	Schedules are omitted because of the absence of conditions under which they are required or because the
required information is given in the financial statements or notes thereto.

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INDEPENDENT AUDITOR'S REPORT

Stockholders and Directors
Cardiff Communications, Inc.
Salt Lake City, Utah

We conducted our audit in accordance with generally accepted auditing standards.  Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Cardiff Communications, Inc. at September 30, 2001, and the
results of its operations and cash flows for the year ended September 30, 2001 in conformity with
generally accepted accounting principles.

Salt Lake City, UT
January 14, 2002

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**Cardiff Communications, Inc.**Balance Sheet

**ASSETS**

September 30,                                                                                                            
2001

CURRENT ASSETS

TOTAL CURRENT ASSETS                                                        
$		8,234



Accounts Payable                                                                      
$		17,695

Interest Payable                                                                           
12,000

Note Payable (Note 4)                                                                
60,000

STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock 10,000,000 shares
authorized at $.001 par value;
6,800,544 shares issued and outstanding                                      
6,801
Capital in Excess of Par Value                                                      
9,199
Retained Deficit (dated 9/30/97 in conjunction with
Quasi Reorganization)                                                                
(21,461)
Less Subscriptions Receivable (Note 6)                                     
(76,000)

Total Stockholders' Equity (Deficit)                                            
(81,461)

Total Liabilities & Stockholders' Equity (Deficit)                         
$		8,234

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**Cardiff Communications, Inc.**Statements of Operations



September 30,            September 30,	                                                                                                    
2001                         
2000

REVENUE

EXPENSES

Interest Expense                                                                           
3,000                      
3,000

Total Expenses                                                                          
20,645                     
3,000

NET INCOME (LOSS) - Before Taxes                                    
(16,845)                     
800

Taxes (Note 1)                                                                                 
50                            
-

INCOME (LOSS)                                                                    
$		(16,895)               
$		800

Loss Per Common Share (Note 1)                                                      
-                         
-

Weighted Average Outstanding Shares                                     
6,800,544            
6,800,544

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**Cardiff Communications, Inc.**Statements of Stockholders' Equity
September 30, 1998 through September 30, 2001

Balance, September 30, 1998                        
4,900,544     4,901   (64,901)              
(3,000)

Issuance of common shares

for note at $.04 per share                              
1,900,000      1,900     74,100                  
-

Loss for the Year Ended
September 30, 1999                                                                                                    
(2,366)

Balance, September 30, 1999                        
6,800,544    6,801        9,199               
(5,366)

Loss for the Year Ended
September 30, 2000                                                                                                        
800

Balance, September 30, 2000                       
6,800,544     6,801       
9,199               
(4,566)

Loss for the Year Ended
September 30, 2001                                                                                                    
(16,895)

Balance, September 30, 2001                        
6,800,544    $		6,801     $		9,199          
$		(21,461)

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**Cardiff Communications, Inc.**

September 30,              
September 30,	                                                                                            
2001                                
2000

Net Income (Loss)                                                            
$		(16,895)                          
$		800

Increase (Decrease) in
Interest Receivable                                                                 
(3,800)                          
(3,800)

Accounts Payable                                                                  
17,695                                
-

Interest Payable                                                                       
3,000                            
3,000

Net Cash Provided by Operating Activities                                   
-                                   
-

CASH FLOWS FROM INVESTING ACTIVITIES                
-                                    
-

CASH FLOWS FROM FINANCING ACTIVITIES                 
-                                    
-

INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                                   
-                                    
-

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                                                                
$	-                              
$	-

CASH PAID DURING THE PERIOD FOR:Interest                                                                                        
$	-                                
$	-

Taxes                                                                                             
-                                  
-

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**Cardiff Communications, Inc.**Notes to the Financial Statements
September 30, 2001

Organization and Business - The Company was organized on December 8, 1906 in the State
of Utah under the name of "Cardiff Industries."  Subsequently, the name was changed to
"Cardiff Communications, Inc.".   During the year, the Company changed its domicile to the
State of Nevada.  The Company's management anticipates merging with an as yet
unidentified on-going business in the future.



NOTE 2 -INCOME TAXES

The Company adopted Statement of Financial Standards No. 109 "Accounting for Income
taxes" in the fiscal year ended September 30, 1999.

Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes"
requires an asset and liability approach for financial accounting and reporting for income tax
purposes.  This statement recognizes (a) the amount of taxes payable or refundable for the
current year and (b) deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.

Deferred income taxes result from temporary differences in the recognition of accounting
transactions for tax and financial reporting purposes.  There were no temporary differences
for the current year accordingly, no deferred tax liabilities have been recognized.

The Company has cumulative net operating loss carryforwards of approximately $20,000 at
September 30, 2001.  No effect has been shown in the financial statements for the net
operating loss carryforwards as the likelihood of future tax benefit from such net operating
loss carryforwards is highly improbable.  Accordingly, the potential tax benefits of the net
operating loss carryforwards, estimated based upon current tax rates at September 30, 2001
have been offset by valuation reserves of the same amount.

NOTE 3 -USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reporting period.  In these
financial statements, assets, liabilities and earnings involve extensive reliance on
management's estimates.  Actual results could differ from those estimates.

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**Cardiff Communications, Inc.**

NOTE 4 - NOTE PAYABLE

NOTE 5 - GOING CONCERN



The accompanying financial statements have been prepared assuming that the company will
continue as a going concern.  The company has had recurring operating losses for the past
several years and is dependent upon financing to continue operations.  The financial
statements do not include any adjustments that might result from the outcome of uncertainty.
It is management's plan to find an operating company to merge with, thus creating necessary
operating revenue.

NOTE 6 - SUBSCRIPTIONS RECEIVABLE

In 1999, the Company issued 1,900,000 shares of common stock at $.04 par value, for a note
receivable of $76,000.  The note bears interest at 5% and is due on demand.



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The following information is furnished with respect to the Company's Board of Directors
and executive officers.  There are no family relationship between or among any of the Company's
directors or executive officers.

**Directors and Executive Officers**

Robert Wallace, President and Director, has been a teacher, counselor and school administrator in
the Southern California for the last 30 years.  Since his retirement from the school system, Mr.
Wallace has been involved in several mergers and acquisitions during the past several years.

Mr. Wallace has a bachelors degree in animal husbandry from Brigham Young University, a masters
degree in counseling psychology from Arizona State University, and a PHD in Counseling
Psychology from USC.

**ITEM 9.  EXECUTIVE COMPENSATION**

**Compensation of Executive Officers and Directors**

None.

**Employment Agreements and Other Compensation Arrangements**

**Compensation of Non-Employee Directors**

None.

**ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT**

Amount and Nature
Name and Address                                
of Beneficial                   
Percent ofof Beneficial Owner                                
Ownership                           
Class

Robert Wallace                                            
-0-                                  
0 %
4766 South Holladay Boulevard
Holladay, Utah 84117

Other than executive compensation, during the reported year the Registrant did not enter into
any transactions with management which are to be reported under this Item.

**Item 12.  Exhibits, and Reports on Form 8-K**

(a)	Exhibits

None

(b)	The Registrant filed no current reports on Form 8-K during the last year of the fiscal year
ended September 30, 2001.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Cardiff Communications, Inc.

By:	 Robert Wallace

/s/	 Robert Wallace

Dated:January 14, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons of behalf of the Registrant and in the capacities and on the dates
indicated.

SIGNATURE		TITLE	DATE

/s/ Robert Wallace	President and Director
(Principal Executive and
Financial Officer)	January 14, 2002

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