---

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, 2005**



[    ]	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 Identification No.)

incorporation or organization)





Registrant's telephone number, including area code:**(801) 273-9300**

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

Securities registered pursuant to Section 12(g) of the Act: Common Capital Stock $.001 Par Value****

Indicate by check mark whether the issuer is not required to file reports pursuant to Section 12 or 15(d)D of the Exchange
Act. [ ]

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.   **[ X] Yes     [    ] No**

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 ]**

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act ). [ X ]

Revenue for the year ended September 30, 2005:$0

As of December 13, 2005 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 December 13, 2005 the number of shares outstanding of the Registrant's Common Stock was 10,239,499.



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This periodic report contains certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of
management. Statements in this periodic report that are not historical facts are hereby identified as "forward-looking
statements."  Such statements include discussion on the opening of a mill, product uses, completion of EA studies and planned
financing.

Corporate History

Cardiff Communications, Inc.,  ("the Company") was organized in December 1906 in the State of Utah under
the name Cardiff Mining & Milling Company.  During the 60's the Company changed its name to Cardiff Industries,
Inc. and sold its mining operations.  During the next decade the Company focused its operations on the television
and radio industry.  Consequently in 1980, the Company's name was changed to Cardiff Communications, Inc.. The
Company changed it's domicile to the state of Nevada which was effective in 1999 and filed with the Secretary of
State Nevada in 2001.  The Company has had no operations in the last 10 years, but intends to pursue business
opportunities in the communications industry.



The board of directors feel that the Company does not meet the criteria of a development stage company (as
defined in SFAS 7 "*Accounting and Reporting by Development Stage Enterprises*") primarily because it is not
currently producing or marketing a product or service. However, in September  2004,the Company executed an
agreement to acquire all of the equity of Summit Media, Inc. ("Summit"), a privately-held Utah corporation.  The
agreement closed on March 21, 2005.

Upon closing of the acquisition, Summit  became a wholly-owned subsidiary of the Company.  Pursuant to
the transaction, the shareholders of Summit were issued a convertible note in the amount of $30,000.

This transaction resulted in a change of control of management.  Following notice and filing pursuant to Rule
14f-1, the sole officer and director resigned on May 23, 2005.

Summit Media was formed in March of 2004 to acquire and develop television broadcast licenses. Summit
has already acquired a low power television ("LPTV") station construction permit ("CP") W28BO "Channel 28",
which is currently licensed to the city of Acton, Tennessee.  The Purchase Agreement provides for payments to the
sellers upon the occurrence of certain events in the FCC compliance process.  The Company's goal is to create value
to the station prior to the build out of the station.

The license authorizes up to 1.0 KW broadcast power and is authorized to broadcast 24 hours a day, 7 days
a week.  Acton is a growing bedroom community in Tennessee. Because of this, the Company believes that, as a
currently non-broadcasting license, the license purchase price is commercially reasonable. The Company also
believes that with proper program development, the "value" of the station can be greatly enhanced.



The Company intends to negotiate a lease to install antennae and transmitter equipment on a television
broadcast tower facility located in Acton. The broadcast signal, referred to in the industry as the "footprint," will
reach most of the surrounding populated area. Through FCC imposed limitations, most LPTV licenses are limited
in the amount of broadcast power; including W28BO which is limited to 1.0 KW in broadcast power.



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**ITEM 2.  DESCRIPTION OF PROPERTY**

The Company currently maintains its corporate presence from the office of the Company's legal counsel and
pays no rent or expenses.



**ITEM 3.  LEGAL PROCEEDINGS**

None

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

During August 2005, shareholders holding a majority of the company's shares currently issued and
outstanding, consented to the an increase in the number of authorized common shares from 10,000,000 to
200,000,000; effectuated a 100 to 1 reverse split; and a change in the Company's name to be selected at a later date.



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The Company's common stock is quoted on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD") under the symbol "CDFO.OB".   As of December 13, 2005, the Company had
approximately 1,259 shareholders of record.  The Company has been unable to obtain any historical information.

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.

The Company shares are subject to section 15(g) and rule 15g-9 of the Securities and Exchange Act,
commonly referred to as the "penny stock" rule.  The rule defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. The rule provides that any equity security is
considered to be a penny stock unless that security is; registered and traded on a national securities exchange
meeting specified criteria set by the SEC; authorized for quotation from the NASDAQ stock market; issued by a
registered investment company; excluded from the definition on the basis of price at least $5.00 per share or the
issuer's net tangible assets.  The Company's shares are deemed to be penny stock, trading in the shares will be
subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors.  Accredited investors, in general, include individuals with assets
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse, and certain
institutional investors.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the
purchase of such security and must have received the purchaser's written consent to the transaction prior to the
purchase.  Additionally, for the transaction involving a penny stock, other rules apply.  Consequently, these rules
may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the
ability of shareholders to sell their shares.

The Board of Directors deemed in it the Company's best interest and the shareholders holding a majority
of the Company's outstanding common stock consented to a reverse split of the Company's common stock on a
basis of up to 100 to 1. The reverse became effective September 15, 2005. The recapitalization reduced on a 100
to 1 basis the issued and outstanding shares of the Company's common stock, par value $.001 per share through a
reverse split or consolidation, so that shareholders will receive one (1) share of Common Stock for every one
hundred (100) shares of Common Stock now held by the shareholder.  In an effort to preserve shareholders in "round
lots", which is of benefit to the shareholders and the Company, no certificate below one hundred shares was reversed
and no certificate greater than one hundred shares was reversed below one hundred shares.  No fractional shares
were issued in connection with such recapitalization and only fractional shares were rounded up to the nearest whole
number.  This transaction is not intended to be a "going private" transaction.  The rights of existing shareholders
will not be altered and no shareholder will be eliminated as a result of the reverse split.



In September, the Company accepted the conversion of  $30,000 owed to the Company's current officer and
director of debt for the issuance of 10,000,000  post-split shares of the Company's common stock. Common Stock
and Additional paid in capital were credited for the appropriate amounts.



As a result of the above new issuances and the reverse split of common stock the Company's outstanding
shares of common stock was increased from 9,990,544 (pre-split) at the beginning of 2004 to 10,239,499 (post-split)
at December 13, 2005.

---

**ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION**

**AND RESULTS OF OPERATIONS**

**Financial Condition**

The Company had no revenue during the year ended September 30, 2005.  The total accumulated deficit for
the year ended September 30, 2005 was  $188,500, as compared $127,253 at September 30, 2004. The Company
has no operating capital for future 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 Operations**

The Company reported a net loss of $61,247 for the year ended September 30, 2005, compared to a net loss
of $76,939 for the previous year.  The Company anticipates very little or no overhead from future operations except
for those expenses related to being a reporting company, until a successor business can be acquired or merged.



During September 2005, approximately $6,500 of accounts payable were settled in exchange for a
convertible note and are reflected in that portion of the Company's financial statements.

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**ITEM 7.  FINANCIAL STATEMENTS**

(a)(1)	The following financial statements of the Company and its subsidiaries have been filed as part of this report.

Independent Auditors' Report

Balance Sheets as of September 30, 2005.

Statements of Operations for the years ended September 30, 2005 and September 30, 2004.

Statement of Stockholders' Equity for the period from October 1, 2002 to September 30, 2005.

Statement of Cash Flows for the years ended September 30, 2005 and September 30, 2004.

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.

/Letterhead/

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Report of Independent Registered Public Accounting Firm

Stockholders and Directors

Cardiff Communications, Inc.

Salt Lake City, Utah

We have audited the accompanying consolidated balance sheet of Cardiff Communications, Inc., as
of September 30, 2005 and 2004, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years then ended.  These consolidated financial
statements are the responsibility of the company's management.  Our responsibility is to express and
opinion on these financial statements based on our audit.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board, (United States of America).  Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present fairly, in all material
respects, the financial position of Cardiff Communications, Inc., at September 30, 2005 and 2004,
and the results of its operations and cash flows for the years then ended in conformity withU.S.
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern.  As discussed in Note 5, the Company's recurring operating losses and
lack of working capital raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 5.  The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ Chisholm, Bierwolf & Nilson

Chisholm, Bierwolf & Nilson, LLC

Bountiful, Utah

January 12, 2006

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**Cardiff Communications, Inc.**

Consolidated Balance Sheet

|**Assets**                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                  
|                                                                                                                                                                  
|Current Assets                                                                                                                                                    
|Cash                                                                                                                                                              
|Other Assets                                                                                                                                                      
|FCC License                                                                                                                                                       
|Total  Assets                                                                                                                                                     
|                                                                                                                                                                  
|**Liabilities and Stockholders' Equity**                                                                                                                          
|Current Liabilities                                                                                                                                               
|Accounts Payable                                                                                                                                                  
|Interest Payable                                                                                                                                                  
|Notes Payable                                                                                                                                                     
|Total Current Liabilities                                                                                                                                         
|Stockholders' Equity (Deficit)                                                                                                                                    
|Common Stock 200,000,000 Shares Authorized 

at $.001 Par Value; 10,239,499 and 99,905 Shares
Issued  and Outstanding at September 30, 2005
and September 30, 2004
|Capital in Excess of Par Value                                                                                                                                    
|Retained Deficit                                                                                                                                                  
|Total Stockholders' Equity (Deficit)                                                                                                                              
|Total Liabilities & Stockholders' Equity (Deficit)                                                                                                                

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**Cardiff Communications, Inc.**

Consolidated Statements of Operations

|                                    | For the Year Ended September 30,
|----------------------------------- | --------------------------------
|                                    | 2005                            
|Revenue                             | $            -                  
|Expenses                            |                                 
|General & Administrative            | 7,687                           
|Total Operating Expenses            | 7,687                           
|Net Operating Loss                  | (7,687)                         
|Other Income (Expenses)             |                                 
|Impairment of Goodwill              | (41,653)                        
|Interest (Expense)                  | (11,907)                        
|Total Other Income (Expenses)       | (53,560)                        
|Net Income (Loss) - Before Taxes    | (53,560)                        
|Taxes                               | -                               
|Net Income (Loss)                   | $         (61,247)              
|Loss per Common Share               | $             (0.23)            
|Weighted Average Outstanding Shares | 266,896                         

---



**Cardiff Communications, Inc.**

Consolidated Statements of Stockholders' Equity

|       | Common Stock | Capital In


Excess of


Par Value | Retained


Deficit
|------ | ------------ | ---------------------------------- | ------------------
|Shares | Amount      

|Balance, September 30, 2003                                           | 99,905     | $100           | $      (54,830) | $(110,314)
|--------------------------------------------------------------------- | ---------- | -------------- | --------------- | ----------
|Loss for the Year Ended

September 30, 2004                           | -          | -              | -               | (16,939)  
|Balance, September 30, 2004                                           | 99,905     | 100            | (54,830)        | (127,253) 
|Fractional Shares Issued Due to
Rounding of 100:1 Reverse
Stock Split | 139,594    | 140            | (140)           | -         
|Shares issued for debt at $.003
per Share                             | 10,000,000 | 10,000         | 20,000          | -         
|Loss for the Year Ended

September 30, 2005                           | -          | -              | -               | (61,247)  
|Balance, September 30, 2005                                           | 10,239,499 | $       10,240 | $     (34,970)  | $(188,500)

---



**Cardiff Communications, Inc.**



|                                                                                       | For the Year Ended September 30,
|-------------------------------------------------------------------------------------- | --------------------------------
|                                                                                       | 2005                            
|Cash Flows from Operating Activities                                                   |                                 
|Net Income (Loss)                                                                      | $      (61,247)                 
|Adjustments to Reconcile Net Earnings (Loss) to Net

Cash Used in Operating Activities |                                 
|Impairment of Goodwill                                                                 | 41,653                          
|Changes in Operating Assets & Liabilities; (Net of

Acquisition)                       |                                 
|Increase (Decrease) in Accounts Payable                                                | 747                             
|Increase in Interest Payable                                                           | 11,907                          
|Net Cash (Used) by Operating Activities                                                | (6,940)                         
|Cash Flows from Investing Activities                                                   |                                 
|Cash Acquired in Acquisiton                                                            | 668                             
|Net Cash Provided by Investing Activities                                              | 668                             
|Cash Flows from Financing Activities                                                   |                                 
|Proceeds from Notes Payable                                                            | 6,540                           
|Net Cash Provided by Financing Activities                                              | 6,540                           
|Increase (Decrease) in Cash                                                            | 268                             
|Cash, Beginning of Year                                                                | 200                             
|Cash, End of Year                                                                      | $           468                 
|Supplemental Cash Disclosure                                                           |                                 
|Interest                                                                               | $                -              
|Taxes                                                                                  | $                -              
|Non-Cash Activities:                                                                   |                                 
|Common Stock Issued for Notes Payable                                                  | $      30,000                   

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**Cardiff Communications, Inc.**





**NOTE 1 - Corporate History**

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 2001,
the Company changed its domicile to the State of Nevada.

On March 22, 2005, the Company entered into an acquisition agreement with Summit Media, Inc.
("Summit"), a privately-held Utah corporation.  Pursuant to the agreement, the Company exchanged
a $30,000 convertible note for all of the outstanding common stock of Summit.  In September 2005,
the convertible note was converted into 10,000,000 shares of the Company's common stock.

**NOTE 2 - Significant Accounting Policies**

A.	The Company uses the accrual method of accounting.

B.	Revenues and directly related expenses are recognized in the period when the goods are
shipped to the customer.

C.	The Company considers all short term, highly liquid investments that are readily convertible,
within three months, to known amounts as cash equivalents.  The Company currently has no
cash equivalents.

D.	Basic Earnings Per Shares are computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding during the
period.  Diluted Earnings Per Share shall be computed by including contingently issuable
shares with the weighted average shares outstanding during the period.  When inclusion of
the contingently issuable shares would have an antidilutive effect upon earnings per share
no diluted earnings per share shall be presented.

E.	Estimates:   The preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes.  Actual results
could differ from those estimates.

F.	Goodwill and Other Intangible Assets.  In accordance with SFAS No. 142, Goodwill and
Other Intangible Assets, intangible assets with an indefinite useful life are not amortized.
Intangible assets with a finite useful life are amortized on the straight-line method over the
estimated useful lives.  All intangible assets are tested for impairment on an annual basis.
During the years ended September 30, 2005 and 2004, the Company recognized an
impairment loss on goodwill of $41,653 and $0, respectively.

G.	Basis of Consolidation.  The consolidated financial statements for the year ended September
30, 2005 include the accounts of Summit Media, Inc.  All significant inter-company accounts
and transactions have been eliminated in the consolidation.

H. 	Financial Instruments. The recorded amounts of financial instruments, including cash
equivalents, accounts payable, accrued expenses and notes payable approximate their market
values as of September 30, 2005 and 2004. The Company has no investments in derivative
financial instruments.

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---



**Cardiff Communications, Inc.**





**NOTE 3 - 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 $188,500 at
September 30, 2005.  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, 2005 have been offset by valuation reserves
of the same amount.

|                                 | September 30,  
|-------------------------------- | ---------------
|Deferred Tax Assets:             | 2005           
|Net Operating Loss Carryforwards | $   28,000     
|Less: Valuation Allowance for    | (28,000)       
|Total Deferred Tax Assets        | $             -

---



**Cardiff Communications, Inc.**





**NOTE 4 - Notes Payable**

In order to meet it's operating needs, the Company has issued several convertible promissory notes
totaling $197,290.  The notes bear interest between the rates of 5% and 10% per annum, which are
secured by the Company's common stock and are due on demand.  The notes are convertible to the
Company's common shares, provided, however, such conversion may be made in amounts that do
not result in the creation of new affiliate status or in the issuance of control to one person, or a group
of persons who are affiliates of each other.  At September 30, 2005, the total accrued interest totaled
$43,353.

****

|                                                         | September 30,
|-------------------------------------------------------- | -------------
|The Company has the following notes payable obligations: | 2005         

|Note payable to an individual is due on demand,
plus accrued rate of 0% per annum.                                                                                         | $       35,000     | $                 -
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | -------------------
|Convertible note payable to an entity is due on
demand plus accrued interest at a rate of 5% per
annum, convertible into 600,000 common shares at
$.001 per share.         | 60,000             | 60,000             
|Convertible notes payable to two entities are due on
demand plus accrued interest at a rate of 8% per
annum, convertible into 720,740 common shares at
$.001 per share.    | 72,074             | 72,074             
|Convertible notes payable to three entities are due
on demand plus accrued interest at a rate of 10%
per annum, convertible into 302,160 common
shares at $.001 per share. | 30,216             | 14,501             
|Totals                                                                                                                                                                     | $    197,290       | $      146,575     
|Less Current Maturities                                                                                                                                                    | (197,290)          | (146,575)          
|Total Long-Term Notes Payable                                                                                                                                              | $                - | $                 -

---



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





**NOTE 4 - Notes Payable** (Continued)

Following are maturities of long-term debt for each of the next five years:

|Year       | Amount   
|---------- | ---------
|2005       | $	197,290
|2006       | -        
|2007       | -        
|2008       | -        
|Thereafter | -        
|Total      | $	197,290

---



******NOTE 5 - Going Concern**

The Company's financial statements are prepared using generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  Currently, the Company does not have significant cash
or other material assets, nor does it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.  The Company does not currently
possess a financial institution source of financing and the Company cannot be certain that it's
existing sources of cash will be adequate to meet its liquidity requirements.  However, the Company
is undertaking the following approach to meet its liquidity requirements.

(a)	Seek additional equity funding through private placements to raise sufficient funds to
continue operations and fund its ongoing development, merger and acquisition activities.

(b)	The Company will seek to continue converting certain outstanding loans and payables
into common stock in order to reduce future cash obligations;

(c)	Management is identifying prospective acquisition targets with sufficient cash flow to
fund operations, as well as potentially generating operating cash flow that may sustain
corporate administrative expenses;

The Company's future capital requirements will depend on its ability to successfully implement these
initiatives.

---



**Cardiff Communications, Inc.**

Consolidated Notes to the Financial Statements

September 30, 2005 and 2004

**NOTE 6 - Net Earnings (Loss) Per Share**

Basic earnings (loss) per common share (BEPS) is based on the weighted-average number of
common shares outstanding during each period.  Diluted earnings (loss) per common share is based
on shares outstanding (computed as under BEPS) and dilutive potential common shares.  Shares
from the potential exercise of the convertible notes payable were not included in the computation
of diluted loss per share, because their inclusion would have been antidilutive for the year ended
September 30, 2005 and 2004.

The following data shows the shares used in computing the loss per common share.

|                                           | ****Net Loss

(Numerator) | Shares

(Denominator) | Per-Share Amount
|------------------------------------------ | ------------------------- | --------------------- | ----------------
|For the year ended September 30, 2005:     |                           |                       |                 
|Basic EPS

Net loss to common shareholders | $    (61,247)             | 266,896               | $    (0.23)     
|For the year ended September 30, 2004:     |                           |                       |                 
|Basic EPS

Net loss to common shareholders | $    (16,939)             | 99,905                | $    (0.16)     
|                                           |                           |                       |                 

---



**NOTE 7 - Stockholders' Equity**

In September 2005, the Company accepted the conversion of  $30,000 of debt for the issuance of
10,000,000 (post-split shares) of the Company's common stock at $0.003 per share.

On September 15, 2005, the Board of Directors authorized a 100:1 reverse split of its common stock.
The consolidated financial statements have been retroactively restated for the reverse split.

**ITEM 8. 	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON**

**ACCOUNTING AND FINANCIAL DISCLOSURE**



None.

**ITEM 8A.  CONTROLS AND PROCEDURES**

(a) Evaluation of disclosure controls and procedures. The Company maintains disclosure
controls and procedures designed to ensure that information required to be disclosed in the reports
that the Company files or submits under the Securities Exchange Act of 1934, is recorded, processed,
summarized and reported within the time period specified int eh rules and forms of the Securities
and Exchange Commission.  The Company's management including its 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)) in connection
with the Annual Report on Form 10-KSB as of September 30, 2005, have concluded that the
Company's disclosure controls over financial reporting and procedures are adequate and effective
as of September 30, 2005 for the purposes set forth in the definition in Exchange Act rules.

(b) Changes in internal controls over financial reporting.  There were not been any significant
changes in the Company's internal controls over financial reporting  or in other factors that could
materially affect or is reasonably likely to materially affect, significantly affect the Company's
internal controls subsequent to the date of their evaluation

**ITEM 8B.  OTHER INFORMATION**

Reports on Form 8-K filed during the period covered by this report.

1. March 29, 2005; Item 5.01   Change in Control of Registrant

2. May 25, 2005; Item 1.01   Change in Control of Registrant



---



---

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**

Age	Director	Position with

Name	(2005)	Since	Company

Rubin Rodriguez	45	2005	President, CEO and Director

378 North Main, #124

Layton, Utah 84061



Mr. Rodriguez has been in the broadcast media industry for the past 20 years.  During this
period of time he has served as general manager for several radio and television stations.  As co-owner of R&D Media Group, Inc. he negotiated the acquisition of, and oversaw the development of
five television stations.  He is currently the founder and owner of Ninth Island Broadcasting, Inc.,
a company engaged in the development of broadcast properties.

**ITEM 10.  EXECUTIVE COMPENSATION**

**Compensation of Executive Officers and Directors**

None.

**Employment Agreements and Other Compensation Arrangements**

None.

**Compensation of Non-Employee Directors**



None.

---



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



|Name and Address of Beneficial Owner                                | Number of shares of


Beneficial Ownership | Percent and


Class
|------------------------------------------------------------------- | ------------------------------------------ | -------------------
|Rubin Rodriquez.

378 North Main, #124

Layton,   UT 84061          | 10,000,000                                 | 97%                
|Officers and Directors as a Group Officers
and Directors as a Group |                                            |                    
|Rubin Rodriquez

378 North Main, #124

Layton,   UT 84061           | 10,000,000                                 | 97%                

**ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

During the reported year the Registrant did not enter into any transactions with management
which are to be reported under this Item.

**ITEM 13.  EXHIBITS.**

Exhibits.  The following exhibits were 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.

**ITEM 14.  PRINCIPLE ACCOUNTANT FEES AND SERVICES.**

Audit Fees

The aggregate fees billed for professional services rendered by the Company's principal
accountant for the audit of the annual financial statements included in the quarterly reports and other
fees that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements for the fiscal years ended September 30, 2005 and 2004 were $5,000 and $5,500,
respectfully.



Audit-Related Fees

The aggregate fees billed for assurance and related services by the Company's principal
accountant that are reasonably related to the performance of the audit or review of the financial
statements, other than those previously reported in this Item 14, for the fiscal years ended September
30, 2005 and 2004 were $0 and $0, respectfully.



Tax Fees



The aggregate fees billed for assurance and related services by the principal accountant for
tax compliance, tax advice and tax planning for the fiscal years ended September 30, 2005 and 2004
were $0 and $0, respectfully.  Services described above in this Item 14 were approved in advance
by the Board of Directors.

All Other Fees

The Company's Board of Directors functions as its audit committee.  The total all other fees
for the fiscal years ended September 30, 2005 and 2004 were $0 and $0, respectively.  All of the
services described above in this Item 14 were approved in advance by the Board of Directors.

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**SIGNATURES**

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.

/s/ Rubin Rodriquez

Dated: January 13, 2006

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

/sRubin Rodriquez	President, Director,	January 13, 2006

Principal Executive and

Financial Officer

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**Exhibit 31**

**SECTION 302 CERTIFICATION**

I, Rubin Rodriguez, certify that:

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

2. Based on my knowledge, this annual 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 annual report.

3.  Based on my knowledge, the financial statements, and other financial information included in this
annual 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 annual 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: January 13, 2006	/s/ Rubin Rodriguez

Rubin Rodriguez

Chief Executive Officer

And Principal Accounting Officer

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**Exhibit 32**









In connection with the Annual Report of Cardiff Communications, Inc., on Form 10-KSB for
the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the
date hereof (the *"Report"*), the undersigned, Rubin Rodriguez, 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: January 13, 2006	/s/ Rubin Rodriguez

Rubin Rodriguez, Chief Executive Officer

And Principal Accounting Officer

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