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

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

For the fiscal year ended **September 30, 2000**

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

Commission File No.  0-5662

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

                  4766 Holladay Boulevard,    Holladay,   UT   84117
                 (Address and zip code of principal executive offices)
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Registrant's telephone number, including area code: (801) 273.9300
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports, and (2) has been subject to such filing requirements for
the past 90 days.   [    ] Yes     [ X ] No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    [    ]
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Revenue for the year ended September 30, 2000:   $3800.

As of September 30, 2000 it is unclear as to the aggregate market value of the voting stock held by
non-affiliates of the Registrant.  This is due to the low or almost non-existing trading of the Registrant's
Securities.
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As of September 30, 2000 the number of shares outstanding of the Registrant's Common Stock was
6,800,544.
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PART I**ITEM 1.  DESCRIPTION OF BUSINESS~~~~Cardiff Communications, Inc.,  ("the Company") was organized in December 1906 in the Stateof Utah under the name Cardiff Mining & Milling Company.  During the 60's the Company changed its nameto Cardiff Industries, Inc. and sold its mining operations.  During the next decade the Company focused itsoperations on the television and radio industry.  Subsequently, the name was changed to CardiffCommunications in 1980.   Subsequent to the period encompassed in this filing, the Company changed it'sdomicile to the state of Nevada.  The Company has had no operations in the last 10 years.	The board of directors feel that the Company does not meet the criteria of a development stagecompany (as defined in SFAS 7 "*Accounting and Reporting by Development Stage Enterprises*") primarilybecause it is not currently producing or marketing a product or service. However, the Company is currentlyseeking a business opportunity to merge with or acquire, but to date has not located any such businessopportunities.	In seeking a business opportunity to merge with or acquire, management is reviewing variousbusiness plans. Management has not limited their review of plans or exploration of acquisitions to anyparticular industry or service sector. Though there appears to be a large number of companies seeking tomerge with an existing public company, the management has not yet identified a business to complete sucha transaction with and the Company has not entered into any binding agreements for an acquisition ormerger. There is no assurance that the Company will be successful in finding any business opportunity tomerge with or acquire.~~~~**ITEM 2.  DESCRIPTION OF PROPERTY**	The Company currently maintains its corporate presence from the office of the Company'slegal counsel and pays no rent or expenses.**ITEM 3.  LEGAL PROCEEDINGS**	None**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**	NonePART II**ITEM 5.  MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS	The Company is not currently trading in any public markets and has not been able to obtain anyreliable trading history for the period reported.   As of September 30, 2000, the Company had approximately1218  shareholders of record.	The Company has not declared any cash dividends on its Common Stock in the last thirty years~~~~and its Board of Directors has no present intention of declaring any dividends.  For the foreseeable future,the Company intends to retain all earnings, if any, for use in the development and expansion of its business.**ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION         AND RESULTS OF OPERATIONS**Financial Condition	The Company had revenue of $3800 during the year ended September 30, 2000.  Totalstockholders' deficit was $(64,566), as compared to a stockholders  equity of $10,634 at September 30, 1999.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 businessopportunities to merge with or acquire.  At minimum, the Company will need to raise additional capitalthrough private funding to meet the financial needs of being a reporting company.  Historically, theCompany has been successful in raising operational capital.  There is no guarantee that the Companywill be successful in obtaining necessary funding to develop any business opportunities.Results of Operations	 The Company reported a net income of $800 for the year ended September 30, 2000, comparedto a  loss of $(2,300) for the previous year.  The Company anticipates very little or no overhead from futureoperations until a successor business can be acquired or merged.**ITEM 7.  FINANCIAL STATEMENTS**
a)(1)	The following financial statements of the Company and its subsidiaries have been filed aspart of this report. 

	Independent Auditors' Report

	Balance Sheets as of September 30, 2000.

	Statements of Operations for the years ended September 30, 2000 and September 30,1999.****