Exhibit
      31.2


Form
      10-KSB/A


Cardiff
      International, Inc.


File
      No.
      000-49709





CERTIFICATION
      OF CHIEF FINANCIAL OFFICER





I,
      Gary
      R. Teel, Chief Financial Officer of Cardiff, Inc., certify that:





1.  I
      have
      reviewed this annual report on Form 10-KSB/A of Cardiff International,
      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.  The
      registrant’s other certifying officer and I are responsible for establishing and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) for the registrant and we have:





a)  designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this annual report is being prepared;





b)  evaluated
      the effectiveness of the registrant's disclosure controls and procedures and
      presented in this annual report our conclusions about the effectiveness of
      the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and





c)  disclosed
      in this annual report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, the registrant's internal control over financial reporting;
      and





5.  The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and the audit committee of
      the
      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 are reasonably likely to
      adversely affect the registrant’s ability to record, process, summarize and
      report financial information; and





b)  any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal control over financial
      reporting.





Dated:
                June 23, 2006
            By:
                /s/ Gary R. TeelChief
                Financial Officer/Secretary/Chairman




















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