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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.**FORM 10-KSB/A**

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

For the fiscal year ended**September 30, 1999**

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

Commission File No.  0-5662

                  **CARDIFF COMMUNICATIONS, INC.**                          (Formerly Cardiff Industries, Inc.)
                (Exact name of Registrant as specified in its charter)
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                        NEVADA                      87-0267292
                 (State or other jurisdiction of                                                      (IRS Employer
                 incorporation or organization)                                                     Identification No.)

                 4766 Holladay Boulevard,    Holladay,   UT   84117
                    (Address and zip code of principal executive offices)
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Registrant's telephone number, including area code: (801) 273.9300
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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 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 for 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.   [    ] Yes     [ X ] No
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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.    [    ]
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Revenue for the year ended September 30, 1999:   $634.

As of September 30 1999 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.
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As of September 30 1999 the number of shares outstanding of the Registrant's Common Stock was
6,799,782.
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**PART I****ITEM 1.  DESCRIPTION OF BUSINESS~~~~Cardiff Communications, Inc.,  ("the Company") was organized in December 1906 in the Stateof Utah under the name Cardiff Mining & Milling Company.  During the 60's the Company changed its nameto Cardiff Industries, Inc. and sold its mining operations.  During the next decade the Company focused itsoperations on the television and radio industry.  Subsequently, the name was changed to CardiffCommunications in 1980.   Subsequent to the period encompassed in this filing, the Company changed it'sdomicile to the state of Nevada.  The Company has had no operations in the last 10 years.	The board of directors feel that the Company does not meet the criteria of a development stagecompany (as defined in SFAS 7 "*Accounting and Reporting by Development Stage Enterprises*") primarilybecause it is not currently producing or marketing a product or service. However, the Company is currentlyseeking a business opportunity to merge with or acquire, but to date has not located any such businessopportunities.	In seeking a business opportunity to merge with or acquire, management is reviewing variousbusiness plans. Management has not limited their review of plans or exploration of acquisitions to anyparticular industry or service sector. Though there appears to be a large number of companies seeking tomerge with an existing public company, the management has not yet identified a business to complete sucha transaction with and the Company has not entered into any binding agreements for an acquisition ormerger. There is no assurance that the Company will be successful in finding any business opportunity tomerge with or acquire.~~~~**ITEM 2.  DESCRIPTION OF PROPERTY**	The Company currently maintains its corporate presence from the office of the Company'slegal counsel and pays no rent or expenses.**ITEM 3.  LEGAL PROCEEDINGS**         None**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**         None
PART II**ITEM 5.  MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS	The Company is not currently trading in any public markets and  has not been able to obtain anyreliable trading history for the period reported.   As of September 30, 1999, the Company had approximately1,165  shareholders of record.	The Company has not declared any cash dividends on its Common Stock in the last thirty years~~~~and its Board of Directors has no present intention of declaring any dividends.  For the foreseeable future,the Company intends to retain all earnings, if any, for use in the development and expansion of its business.**ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION         AND RESULTS OF OPERATIONS**Financial Condition	The Company had revenue of $634 during the year ended September 30, 1999.  Totalstockholders' equity was  $10,634, as compared to a deficit of $(63,000) at September 30, 1998. TheCompany 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 businessopportunities to merge with or acquire.  At minimum, the Company will need to raise additional capitalthrough private funding to meet the financial needs of being a reporting company.  Historically, theCompany has been successful in raising operational capital.  There is no guarantee that the Companywill be successful in obtaining necessary funding to develop any business opportunities.Results of Operations	 The Company reported a net loss of $2,366 for the year ended September 30, 1999, comparedto a  loss of $3,000 for the previous year.  The Company anticipates very little or no overhead from futureoperations until a successor business can be acquired or merged.**ITEM 7.  FINANCIAL STATEMENTS**(a)(1)   The following financial statements of the Company and its subsidiaries have been filed as part ofthis  report.         Independent Auditors' Report         Balance Sheets as of September 30, 1999.         Statements of Operations for the years ended September 30, 1999 and         September 30, 1998.         Statement of Stockholders' Equity for the period from October 1, 1997         to September 30, 1999.         Statement of Cash Flows for the years ended September 30, 1999 and         September 30, 1998.         Notes to Financial Statements.  (2)    Schedules are omitted because of the absence of conditions under which they are required or becausethe required information is given in the financial statements or notes thereto.INDEPENDENT AUDITOR'S REPORTStockholders and DirectorsCardiff Communications, Inc.Salt Lake City, Utah     We have audited the accompanying balance sheet of Cardiff Communications, Inc. as of September 30,1999 and the related statements of operations, stockholders' equity, and cash flows for the years endedSeptember 30, 1999 and 1998.  These financial statements are the responsibility of the company'smanagement.  Our responsibility is to express and opinion on these financial statements based on our audit.     We conducted our audit in accordance with generally accepted auditing standards.  Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement.  An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overallfinancial 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, thefinancial position of Cardiff Communications, Inc. at September 30, 1999, and the results of its operationsand cash flows for the years ended September 30, 1999 and 1998 in conformity with generally acceptedaccounting principles.     The accompanying financial statements have been prepared assuming that the Company will continueas a going concern.  As discussed in Note 5, the Company's recurring operating losses and lack of workingcapital raise substantial doubt about its ability to continue as a going concern. Management's plans in regardto those matters are also described in Note 5. The financial statements do not include any adjustments thatmight result from the outcome of this uncertainty.Salt Lake City, UTOctober 4, 1999Cardiff Communications, Inc.Balance SheetASSETSSeptember 30,1999CURRENT ASSETSNotes receivable (Note 3)              $       76,000Interest receivable                               634TOTAL ASSETS                            $       76,634LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES     Interest Payable                         $        6,000     Note Payable (Note 4)                             60,000     Total Current Liabilities                         66,000STOCKHOLDERS' EQUITY     Common Stock 10,000,000 shares authorized at $.04par        value; 6,799,782 shares issued and outstanding271,991     Capital in Excess of Par Value(255,991)     Retained Deficit (dated 9/30/97 in conjunction with           Quasi Reorganization)(5,366)Total Stockholders' Equity                          10,634TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY  $      76,634****