---

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, 2003**

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









Registrant's telephone number, including area code:  **(801) 497-9075**

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.       **[ 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 ]**

As of July 12, 2004 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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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. In 2001, the Company changed it's
domicile to the state of Nevada.  The Company has had no operations in the last 10 years, but intends to purse 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, 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, but does have a primary interest
in communications and broadcasting opportunities. 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**

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**

None

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---

**RELATED STOCKHOLDER MATTERS**



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 June 1, 2004, 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.

During April 2003, 170,000 of the Company's common stock was issued to the president of the company
for services rendered as an officer and director.

**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, 2003.  The total accumulated deficit was
$110,313, as compared $43,998 at September 30, 2002. 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 $66,316 for the year ended September 30, 2003, compared to a net loss
of $22,537 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 2003, approximately $6,400 of accounts payable were settled in exchange for convertible
notes and are reflected in that portion of the Company's financial statements.

---

**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, 2003.

Statements of Operations for the years ended September 30, 2003 and September 30, 2002.

Statement of Stockholders' Equity for the period from October 1, 2000 to September 30, 2003  .

Statement of Cash Flows for the years ended September 30, 2003 and September 30, 2002  .

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, in the United
States of America.  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, 2003 and 2002, and the results
of its operations and cash flows for the years then ended in conformity with generally accepted
accounting principles, in the United States of America.

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.

Chisholm, Bierwolf & Nilson, LLC
Salt Lake City, Utah
July 9, 2004

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**Cardiff Communications, Inc.**

Balance Sheet

|**Assets**                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                     
|Current Assets                                                                                                                       
|Cash                                                                                                                                 
|Total Current 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 and 9,820,544

Shares Issued  and Outstanding, Respectively
|Capital in Excess of Par Value                                                                                                       
|Retained Deficit                                                                                                                     
|Total Stockholders' Equity (Deficit)                                                                                                 
|Total Liabilities & Stockholders' Equity (Deficit)                                                                                   

---

**Cardiff Communications, Inc.**

Statements of Operations

|                                    | September 30,


2003 | September 30,


2002
|----------------------------------- | -------------------- | --------------------
|Revenue                             | $-                   | $-                  
|Expenses                            |                      |                     
|General & Administrative            | 60,661               | 18,894              
|Total Operating Expenses            | 60,661               | 18,894              
|Net (Loss)                          | (60,661)             | (18,894)            
|Other Income (Expenses)             |                      |                     
|Interest (Expense)                  | (5,655)              | (3,643)             
|Total Other Income (Expenses)       | (5,655)              | (3,643)             
|Net Income (Loss) - Before Taxes    | (66,316)             | (22,537)            
|Taxes                               | -                    | -                   
|Net Income (Loss)                   | $	(66,316)           | $	(22,537)          
|Loss per Common Share               | $	(0.01)             | $	(0.00)            
|Weighted Average Outstanding Shares | 9,905,544            | 6,833,969           

---



**Cardiff Communications, Inc.**

Statement of Stockholders' Equity

October 1, 2000 through September 30, 2003

|                                           | Common Stock | Capital In


Excess of


Par Value | Retained


Deficit
|------------------------------------------ | ------------ | ---------------------------------- | ------------------
|Shares                                     | Amount      
|Balance, October 1, 2000                   | 6,800,544    | $	6,801                            | $	9,199           
|Loss for the Year Ended
September 30, 2001 | -            | -                                  | -                 
|Balance, September 30, 2001                | 6,800,544    | 6,801                              | 9,199             
|Shares Issued for Cash

at $.001 Per Share | 20,000       | 20                                 | 180               

|Shares Canceled                               | (1,900,000) | (1,900) | (74,100)   | -        
|--------------------------------------------- | ----------- | ------- | ---------- | ---------
|Shares Issued for Services at
$.001 Per Share | 4,900,000   | 4,900   | -          | -        
|Loss for the Year Ended
September 30, 2002    | -           | -       | -          | (22,537) 
|Balance, September 30, 2002                   | 9,820,544   | 9,821   | (64,721)   | (43,998) 
|Shares Issued for Services at
$.001 Per Share | 170,000     | 170     | -          | -        
|Loss for the Year Ended
September 30, 2003    | -           | -       | -          | (66,316) 
|Balance, September 30, 2003                   | 9,990,544   | $	9,991 | $	(64,721) | $	110,314

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**Cardiff Communications, Inc.**



|                                           | September 30,

2003 | September 30,

2002
|------------------------------------------ | ------------------- | -------------------
|Cash Flows from Operating Activities       |                     |                    
|Net Income (Loss)                          | $	(66,316)          | $	(22,537)         
|Changes in Operating Assets & Liabilities; |                     |                    
|Stock Issued for Services                  | 170                 | 4,900              
|(Increase) Decrease in Interest Receivable | -                   | 8,234              
|(Decrease) in Accounts Payable             | (1,720)             | (11,314)           
|Increase in Interest Payable               | 5,655               | 3,643              
|Net Cash (Used) by Operating Activities    | (58,771)            | (17,074)           
|                                           |                     |                    
|Cash Flows from Investing Activities       | -                   | -                  
|                                           |                     |                    
|Cash Flows from Financing Activities       |                     |                    
|Issuance of Stock for Cash                 | -                   | 200                
|Proceeds from Notes Payable                | 62,211              | 17,074             
|Net Cash Provided by Financing Activities  | 62,211              | 17,274             
|Increase (Decrease) in Cash                | -                   | 200                
|Cash, Beginning of Year                    | 200                 | -                  
|Cash, End of Year                          | $	200               | $	200              
|Supplemental Cash Disclosure               |                     |                    
|Interest                                   | $-                  | $-                 
|Taxes                                      | -                   | -                  

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**Cardiff Communications, Inc.**





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.  The Company's management anticipates
merging with or acquiring an as yet unidentified on-going business in the future.

**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.

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.



---



**Cardiff Communications, Inc.**





The Company has cumulative net operating loss carryforwards of approximately $110,000 at
September 30, 2003.  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, 2003 have been offset by valuation reserves
of the same amount.

**NOTE 4 - Notes Payable**

In order to meet it's operating needs, the Company has issued several convertible promissory notes
totaling $139,285.  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, 2003, the total accrued interest totaled
$22,298.

|The Company has the following notes payable
obligations: | September


30, 2003 | September


30, 2002
|-------------------------------------------------------- | -------------------- | --------------------

|Convertible note payable to investor is due on
demand plus accrued interest at a rate of 5% per
annum.     | $	60,000  | $	60,000
|---------------------------------------------------------------------------------------------------------- | --------- | --------
|Convertible notes payable to investors are due on
demand plus accrued interest at a rate of 8% per
annum.  | 72,074    | 17,074  
|Convertible notes payable to investors are due on
demand plus accrued interest at a rate of 10% per
annum. | 7,211     | -       
|Totals                                                                                                     | $	139,285 | $	77,074
|Less Current Maturities                                                                                    | (139,285) | (77,074)
|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

2004		$		139,285

2005			-

2006			-

2007			-

Thereafter		 	-

Total			$		139,285

**** **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.

---



**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 exercise of the outstanding options were not included in the computation of diluted loss per
share, because their inclusion would have been antidilutive for the year ended September 30, 2003.

---



**Cardiff Communications, Inc.**

Notes to the Financial Statements

September 30, 2003

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

The following data shows the shares used in the computing loss per common share including dilutive
potential common stock;

Common shares outstanding during the entire period

Weighted-average shares paid for, but not issued during the period.	   	9,905,544

Weighted-average number of common shares used in basic EPS

dilutive effect of options	   	9,905,544

Weighted-average number of common shares and dilutive potential

common shares used in diluted EPS		9,905,544

Shares from the exercise of the outstanding options were not included in the computation of diluted loss per
share because their inclusion would have been antidilutive for the year ended September 30, 2003.

---



**NOTE 7 - Stockholders' Equity**

On June 28, 2002 the board of directors approved the issuance of 20,000 shares of common stock.
The shares were issued for cash at par value.

On September 30, 2002, the Company issued 4,900,000 shares of common stock for services
rendered.  The shares were issued at a par value of $.001 per share.

During April 2003, 170,000 of the Company's common stock was issued to the president of the
Company for services rendered as an officer and director.

---

The accompanying notes are an integral part of these financial statements

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

In February 2004, due to partner rotations now required by the SEC, Bierwolf, Nilson &
Associates merged with the firm of Chisholm & Associates.  The new name of the firm is Chisholm,
Bierwolf, & Nilson, LLC as referenced in the Form 8-K filed February 26, 2004.

**ITEM 8A.  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
September 30, 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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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	(2003)	Since	Company

Robert Wallace 	68	1999	President, CEO and Director

4766 South Holladay Boulevard

Holladay, Utah 84117

Robert Wallace, President and Director, was employed as a teacher, counselor and school
administrator in the Saddleback Valley Unified School District from 1962 to 1992 as a school
psychologist and counselor.  Since his retirement in 1962  from the school system, Mr. Wallace has
been involved in private business consulting.

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.

**Compensation of Executive Officers and Directors**



**Employment Agreements and Other Compensation Arrangements**



**Compensation of Non-Employee Directors**

---

**** **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
|-------------------------------------------------------- | ------------------------------------------ | --------------------
|BSI, Inc. 

1450 Military Way

Salt Lake City, UT 84103  | 4,900,000    Common                        | 50%                 
|Stanley Searle

P.O. Box 39

Monument,   CO 80132        | 1,165,219    Common                        | 12%                 
|Robert Wallace

378 North Main, #124

Layton,   UT 84061 | 170,000    Common                          | 2%                  
|Officers and Directors as a Group                        | 170,000    Common                          | 2%                  

---

**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.  The Company did, however, issue 170,000   to the Company's
president for services rendered valued at $170.

**ITEM 13.  EXHIBITS, AND REPORTS ON FORM 8-K**

(a)	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.

(b)	Reports on Form 8-K filed.

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

---



**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, 2003 and 2002 were $4,400.00 and
$5,600.00, 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
33, 2003 and 2002 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, 2003 and 2002
were $0 and $300.00, 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.  All of the     All of the services
described above in this Item 14 were approved in advance by the Board of Directors.

---



**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.



Dated: July 12, 2004



SIGNATURE			TITLE						DATE

/s/ Robert Wallace    	 	President and Director			July 12, 2004

(Principal Executive and

Financial Officer

---



****  **Exhibit 31**

**SECTION 302 CERTIFICATION**

I, Robert Wallace, 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: July 12, 2004                                                           /s/

Robert Wallace

Chief Executive Officer
                                                                                      And Principal Accounting Officer

---

**Exhibit 32**









(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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