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

**FORM 10-KSB/A**

[ 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) 273.9300**

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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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, the Company is currently
seeking a business opportunity to merge
with or acquire, but to date has not located any such business
opportunities. 	In seeking a business opportunity to merge
with or acquire, management is reviewing various business plans.
Management has not limited their review of plans or exploration of acquisitions
to any particular industry or service sector.
Though there appears to be a large number of companies seeking to merge with an
existing public company, the management
has not yet identified a business to complete such a transaction with and the
Company has not entered into any binding
agreements for an acquisition or merger. 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**

**ITEM 3.  LEGAL PROCEEDINGS**

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

None

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The Company is not currently trading in any public markets and has not been able to obtain any reliable
trading history for the period reported.   As of January 14, 2002, the Company had approximately 1,165
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**

**Financial Condition**

The Company had revenue of $3,800 during the year ended September 30, 2001.  Total stockholders' deficit
was  $(81,461), as compared a stockholders deficit of $(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.  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 $(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.

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 have audited the accompanying balance sheet of Cardiff Communications, Inc. as of
September 30, 2001 and the related statements of operations, stockholders' equity, and cash flows
for the year ended September 30, 2001.  These 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. The financial statements of Cardiff Communications, Inc., as of September 30,
2000, were audited by other auditors whose report dated November 9, 2001, expressed an
unqualified opinion on those statements, therefore we offer no opinion on those financial statements.

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.

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.

Salt Lake City, UT
January 14, 2002

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**Cardiff Communications, Inc.**Balance Sheet

**ASSETS**

CURRENT ASSETS

Interest receivable                  
$		8,234

TOTAL CURRENT ASSETS                 
$		8,234



Accounts Payable                     
$		17,695

Interest Payable                       
12,000

Note Payable (Note 4)                 
60,000

Total Current Liabilities             
89,695

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



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

September 30,		September 30,	
                                                                                           
2001         
2000REVENUE

Interest Income                  
$		3,800        $		3,800

EXPENSES

General & Administrative           
17,645          -

Interest Expense                    
3,000        3,000

Total Expenses                     
20,645        3,000

Taxes (Note 1)                        
50-

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

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)



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**Cardiff Communications, Inc.**

September 30,		September 30,	
                                                                                                  
20012000

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

NOTE 1  SIGNIFICANT ACCOUNTING POLICIES

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.**

The Company issued a convertible note payable in place of an outstanding accounts payable
in the amount of $60,000.  The note is convertible to the Company's common shares at par
value per share, 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.  The note carries an interest rate of 5% per
annum and is due on demand.  As of September 30, 2001 accrued interest on the note totals
$12,000.

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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**ITEM 8. 	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE**

None



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**Directors and Executive Officers**

Age        Director	Position with

 Name         
(2001)        Since     
Company

Robert Wallace   66        
1999	 President, CEO and Director
 4766 South Holladay Boulevard
Holladay, Utah 84117

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 10.  EXECUTIVE COMPENSATION**

**Compensation of Executive Officers and Directors**

**Employment Agreements and Other Compensation Arrangements**

**Compensation of Non-Employee Directors**

`Amount and Nature
     Name and Address                               Of Beneficial                  Percent of
     of Beneficial Owner                             Ownership                     Class

International Venture Capital
   & Advisory, Inc.                                       1,900,000                 28%
4766 Holladay Boulevard
Holladay        UT       84117

Stanley Searle                                             1,165,219                17%
P.O. Box 39
Monument, CO          80132`



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



**ITEM 13.  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:July 8, 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)	July 8, 2002

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