10KSB
                    ANNUAL REPORT FOR THE YEAR ENDING 9/30/01

                    U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



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

     For the fiscal year ended September 30, 2001
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                           Commission File No. 33-12346-D
                                  -----------

                             CARDIFF INTERNATIONAL,INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

         COLORADO                                            84-1044583
         --------                                            -----------
(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

                         5525 SOUTH 900 EAST, SUITE 110
                           Salt Lake City, Utah 84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 262-8844

                                       N/A
                                   -----------
          (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   Common

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State Issuer's revenues for its most recent fiscal year:
                            September 30, 2001 - $0.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     December  20, 2001 - 0. There are  approximately  110,000  shares of common
voting stock of the Company held by  non-affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past three years, and
there is no par value for the Company's common stock, the Company  considers the
value of its shares of common stock to be $0. If the Company had a par value for
its common stock, the aforementioned shares would be valued at par.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes      No
                                                 ---      ---
None; Not Applicable.

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                 December 20, 2001
                                     675,290

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

     Cardiff   International,   Inc.,  formerly  United  American,   Inc.,  (the
"Company")  was  incorporated  under the laws of the State of Colorado under the
name "Cardiff  Financial,  Inc.", on October 14, 1986. The purpose for which the
corporation  was organized were namely:  (1) To engage in the transaction of all
lawful  business  or pursue any other  lawful  purpose or  purposes  for which a
corporation  may be organized  under the laws of the State of Colorado;  (2) To
have, enjoy and exercise all of the rights, powers and privileges conferred upon
corporations  organized under the laws of the state of Colorado,  whether now or
hereafter in effect, and whether or not herein specifically mentioned.

     The Company had an initial  authorized  capital  consisting of  300,000,000
shares of no par value common stock.

     Effective April 1989, the Company  completed a merger with United American,
Inc., ("United"). United failed to carry out obligations required of it pursuant
to the merger and the merger was cancelled by the Company on a unilateral  basis
on July 3, 1989.

     Effective  December  4, 1989,  the  Company  changed  its name from  United
American, Inc., to Cardiff International, Inc.

     Public Offering.
     ---------------

     The Company  originally issued 12,000,000 shares of its no par value common
stock, in exchange for $16,000.

     The Company filed a Form S-18 Registration  Statement effective on or about
June 1987 to offer and sell to the public  30,000,000 shares of common stock, no
par value,  and  warrants to purchase  30,000,000  shares of common  stock.  The
offering  generated  $300,000  gross from the sale of these  units and  incurred
offering  costs of $49,501  which have been charged  against the proceeds of the
offering.  The Company also received $100 for the sale of underwriter's warrants
allowing the public offering  underwriter the right to acquire  3,000,000 shares
of the Company's stock at $0.02 per share.


Material Changes in Control Since Inception and Related  Business  History.
-------------------------------------------------------------------------

     In April 1989, the Company entered into an agreement with United  American,
Inc., a Washington corporation whereby the Company agreed to acquire 100% of the
outstanding  shares of common stock of United  American,  Inc.,  in exchange for
123,000,000  shares of common  stock of the  Company.  After the closing of this
business combination,  the Company rescinded the transaction on July 3, 1989 due
to the inability of United American, Inc., to raise $2,000,000 in funding by the
agreed deadline of July 1, 1989. The  123,000,000  shares of common stock of the
Company were voided and  returned to  authorized  but  inissued  stock after the
combination was terminated.

     On December 30, 1996, the Board of Directors of the Company  authorized the
issuance of 156,000,000  shares of the company's  common voting stock to Mr. Art
Beroff, a consultant to the Company.  The issuance of these shares increased the
total number of shares outstanding from 144,000,000 to 300,000,000.

    On  April  27,  1998,  the  Board of  Directors  and  Shareholders  holding
201,770,900 of the 300,000,000 or approximately  67% of the Company's issued and
outstanding  common voting stock  authorized a reverse split of the  300,000,000
shares of the  Company's  common voting stock on a basis of one for one thousand
(1:1,000), thus, the shares of common voting stock outstanding were reduced from
300,000,000 to 300,000. Appropriate adjustments were made to the paid in capital
and capital surplus accounts of the Company. In addition,  the shares authorized
for issuance were reduced from 300,000,000 to 30,000,000.

     On December 15, 1998, the Board of Directors of the Company  authorized the
issuance of 125,000  post-split  shares of the Company's  common voting stock to
Charles Calello, President and Director.

     On May 1, 1999,  the Board of Directors  authorized the issuance of 250,000
post-split shares of the Company's common voting stock to Jenson Services, Inc.,
consultant to the Company.


Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

<TABLE>
<CAPTION>


Name and Address         Date      Number of Shares         Consideration
----------------         ----      ----------------         -------------

                      <c>       <c>                      <c>

Art Beroff*               12/30/96       156,000                $156

Charles Calello*          12/15/98       125,000                Services

Jenson Services, Inc.*    7/19/96        250,000                Services

</TABLE>


     *See  Part  II,  Item  10  and  11  for  information   regarding  executive
compensation and stock ownership.


Business.
---------

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  properties or businesses to acquire,  the Company has had no
business  operations  since  1992.  To the extent  that the  Company  intends to
continue  to seek the  acquisition  of assets,  property  or  business  that may
benefit the Company and its  stockholders,  it is  essentially  a "blank  check"
company.  Because  the  Company has  limited  assets and  conducts no  business,
management  anticipates  that any such  acquisition  would  require  it to issue
shares of its common stock as the sole  consideration for the acquisition.  This
may result in substantial  dilution of the shares of current  stockholders.  The
Company's  Board of  Directors  shall  make the final  determination  whether to
complete any such  acquisition;  the approval of stockholders will not be sought
unless  required by  applicable  laws,  rules and  regulations,  its Articles of
Incorporation  or Bylaws,  or contract.  The Company makes no assurance that any
future enterprise will be profitable or successful.

     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business or company.  The Company  does not intend to restrict its search
to any particular business or industry,  and the areas in which it will seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely  limited,  and may be  restricted  to entities who desire to
avoid what  these  entities  may deem to be the  adverse  factors  related to an
initial public  offering  ("IPO").  The most prevalent of these factors  include
substantial  time  requirements,  legal and accounting  costs,  the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the  inability to obtain the  required  financial  statements  for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting to between 80 and 95 percent of the outstanding  shares of the Company
following the completion of any such  transaction;  accordingly,  investments in
any such private  entity,  if available,  would be much more  favorable than any
investment in the Company.

     In the event that the Company  engages in any  transaction  resulting  in a
change of control of the  Company  and/or the  acquisition  of a  business,  the
Company will be required to file with the  Commission  a Current  Report on Form
8-K within 15 days of such  transaction.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired,  as well as pro
forma financial  information  consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors  which are  difficult,  if not  impossible,  to properly  or  accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel  of the entity  sponsoring  any business  opportunity  afforded to the
Company,  visit and inspect material facilities,  obtain independent analysis or
verification  of  information   provided  and  gathered,   check  references  of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may be limited.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed  business  ventures  will  be made  available  to it  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such individuals.

     Although the Company has not identified any potential  acquisition  target,
the possibility  exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership interest.  Current Company policy does
not  prohibit  such  transactions.  Because  no such  transaction  is  currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.


<PAGE>

Principal Products and Services.
--------------------------------

     The  limited  business  operations  of the  Company,  as now  contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the  Company  are to  manage  its  current  limited  assets  and to seek out and
investigate the  acquisition of any viable business  opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.

Distribution Methods of the Products or Services.
-------------------------------------------------

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; not applicable.

Competitive Business Conditions.
--------------------------------

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the  competitive  position of the Company or any other  entity in the
strata of these endeavors;  however, the Company, having limited assets and cash
reserves,  will no doubt be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed  IPO's,  have significant cash resources
and have recent operating  histories when compared with the complete lack of any
substantive operations by the Company for the past several years.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------

     None; not applicable.

Dependence on One or a Few Major Customers.
-------------------------------------------

     None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
--------------------------------------------------------------------------

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.
-------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

Research and Development.
-------------------------

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

Number of Employees.
--------------------

     None.

Item 2.  Description of Property.
         -----------------------

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone  number of a majority  shareholder,  Jenson  Services,  Inc.,  and are
currently  provided at no cost.  Because the Company  currently  has no business
operations, its activities will be limited to keeping itself in good standing in
the State of Colorado, seeking out acquisitions,  reorganizations or mergers and
preparing and filing the  appropriate  reports with the  Securities and Exchange
Commission.   These  activities  have  consumed  an   insubstantial   amount  of
management's time.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     On  April  27,  1998,  the  Board of  Directors  and  Shareholders  holding
201,770,900 of the 300,000,000 or approximately  67% of the Company's issued and
outstanding  common voting stock  authorized a reverse split of the  300,000,000
shares of the  Company's  common voting stock on a basis of one for one thousand
(1:1,000), thus, the shares of common voting stock outstanding were reduced from
300,000,000 to 300,000. Appropriate adjustments were made to the paid in capital
and capital surplus accounts of the Company. In addition,  the shares authorized
for issuance were reduced from 300,000,000 to 30,000,000.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     The Company's  common stock was  previously  listed on the OTC-BB under the
symbol "UAMI". However, there is currently no market nor has there been a market
for the Company's common stock since June 1996. The Company has recently applied
for a trading  symbol with the NASD in order for the Company to obtain a listing
on the OTC-Bulletin Board. The Company is currently in a comment period with the
NASD, however, there is no guarantee a listing will be approved.


Holders of Common Stock
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 694.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     The Company has not engaged in any material  operations or had any revenues
from  operations  during the last two  calendar  years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture,  which  the  Company  expects  to pay from its  cash  resources.  As of
September 30, 2000, it had no cash or cash equivalents.  If additional funds are
required  during  this  period,  such funds may be  advanced  by  management  or
stockholders as loans to the Company. Because the Company has not identified any
such  venture as of the date of this  Report,  it is  impossible  to predict the
amount of any such loan.  However,  any such loan should not exceed  $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any  negotiations  with any person  regarding  any
such venture.

Results of Operations.
----------------------

     Other than restoring and  maintaining  its good  corporate  standing in the
State  of  Colorado,  compromising  and  settling  its  debts  and  seeking  the
acquisition of assets, properties or businesses that may benefit the Company and
its stockholders, the Company has had no material business operations in the two
most recent calendar years, or since before 1992.

     At  September 30, 2001, the Company  had no assets.

     During the fiscal year ended September 30, 2001, the Company had a net loss
of $4,191. The Company has received no revenues in either of its two most recent
fiscal years.

Liquidity.
---------

     During the fiscal years ended  September  30, 2001 and 2000, a  shareholder
and consultant paid general and administrative expenses on behalf of the Company
totaling $4,191 and $4,492,  respectively.  The unsecured loan bears no interest
and is due on demand.

Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended
          September 30, 2001 and 2000

          Independent Auditors' Report

          Balance Sheet - September 30, 2001

          Balance Sheet - September 30, 2000

          Statements of Operations for the years ended
          September 30, 2001 and 2000 and for the period from June 19, 1996
          (date of reinstatement) through September 30, 2001.

          Statements of changes in Stockholders' (Deficit) from
          September 30, 1996 through September 30, 2001

          Statements of Cash Flows for the years ended
          September 30, 2001 and 2000 and for the period from June 19, 1996
          (date of reinstatement) through September 30, 2001

          Notes to the Financial Statements

<PAGE>
<TABLE>
<CAPTION>


                          INDEX TO FINANCIAL STATEMENTS

                           CARDIFF INTERNATIONAL, INC.
                         (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                      With

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                           September 30, 2001 and 2000

<S>                                                               <C>







Report of Independent Certified Public Accountants                    F-2


     Financial Statements:

     Balance Sheets                                                   F-3

     Statements of Operations                                         F-4

     Statement of Changes in Stockholders' (Deficit)                  F-5

     Statements of Cash Flows                                         F-6

     Notes to Financial Statements                                    F-7


</TABLE>












                                       F-1
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
Cardiff International, Inc.
Salt Lake City, UT  84117

     We have audited the accompanying  balance sheets of Cardiff  International,
Inc.  as of  September  30,  2001  and  2000,  and  the  related  statements  of
operations,  stockholders'  (deficit)  and cash flows for the years then  ended.
These financial  statements are the responsibility of the Company's  Management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards. 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 financial statements referred to above, present fairly,
in all material respects, the financial position of Cardiff International,  Inc.
(A Development Stage Company) as of September 30, 2001 and 2000, and the results
of its operations, changes in its stockholders' (deficit) and its cash flows for
the  years  then  ended,  in  conformity  with  generally  accepted   accounting
principles in the United States of America.

     The  accompanying  balance  sheets  have been  prepared  assuming  that the
Company  will  continue  as a  going  concern.  As  described  in  Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubts about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


                                               Schumacher & Associates, Inc.
                                               Certified Public Accountants
                                               2525 Fifteenth Street, Suite 3H
                                               Denver, Colorado  80211

November 19, 2001



                                       F-2

<PAGE>
<TABLE>
<CAPTION>



                           CARDIFF INTERNATIONAL, INC.
                         (A Development Stage Company)

                                  BALANCE SHEET

                               September 30, 2001


                                     ASSETS
                                     ------

<S>                                                                  <C>



Current Assets:                                                     $        -
                                                                     ----------
     TOTAL ASSETS                                                   $        -
                                                                     ==========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Accounts payable                                               $    2,250
     Accounts payable, stockholder                                      21,903
                                                                     ----------
          Total Current Liabilities                                     24,153
                                                                     ----------
                              TOTAL LIABILITIES                         24,153
                                                                     ----------

Stockholders' (Deficit):
     Common Stock, no par value
     30,000,000 shares authorized
     675,000 shares issued and outstanding                             320,314
     Additional paid-in capital                                        225,345
     Accumulated (deficit)                                            (559,821)
                                                                     ----------
TOTAL STOCKHOLDERS' (DEFICIT)                                          (24,153)
                                                                     ----------
TOTAL LIABILITES AND STOCKHOLDERS' (DEFICIT)                       $         -
                                                                     ==========
</TABLE>


    The accompanying notes are an integral part of the financial statements.





                                       F-3


<PAGE>


<TABLE>
<CAPTION>




                           CARDIFF INTERNATIONAL, INC.
                         (A development Stage Company)

                                  BALANCE SHEET

                               September 30, 2000


                                     ASSETS


<S>                                                               <C>




Current Assets:                                                     $        -
                                                                     ----------
TOTAL ASSETS                                                        $        -
                                                                     ==========
                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Accounts payable                                               $    2,275
     Accounts payable, stockholders                                     17,687
                                                                     ----------
          Total Current Liabilities                                     19,962
                                                                     ----------
                            TOTAL LIABILITIES                           19,962
                                                                     ----------

Stockholders' (Deficit):
     Common Stock, no par value
     30,000,000 shares authorized
     675,000 shares issued and outstanding                             320,314
     Additional paid-in capital                                        225,345
     Accumulated (deficit)                                            (565,612)
                                                                     ----------
TOTAL STOCKHOLDERS' (DEFICIT)                                          (19,962)
                                                                     ----------
TOTAL LIABILITES AND STOCKHOLDERS' (DEFICIT)                       $         -
                                                                     ==========


    The accompanying notes are an integral part of the financial statements.

</TABLE>





                                       F-4
<PAGE>




<TABLE>
<CAPTION>




                          CARDIFFF INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS




                                                                              For the period
                                                                               from June 19
                                                                               1996 (date of
                                                      Years Ended             reinstatement)
                                                      September 30,              through
                                                                               September 20,
                                                 2001            2000             2001
<S>                                         <C>             <C>            <c>

Revenue ................................     $     --         $    --        $    --
                                              ----------      ----------     ----------

Expenses:
       Accounting and auditing .........         3,250           3,200          6,450
       Stock Issued for Services .......             -               -            375
       Other ...........................           941           1,292         18,303
                                              ----------      ----------     ----------
        Total ..........................         4,191           4,492         25,128
                                              ----------      ----------     ----------
Net (Loss) .............................    $   (4,191)       $ (4,492)      $(25,128)
                                              ==========      ==========     ==========
(Loss) Per Share .......................    $     (.01)       $   (.01)      $   (.05)


Weighted Average Shares Outstanding ....       675,000         675,000        461,500
                                              ==========      ==========     =========
</TABLE>



    The accompanying notes are an integral part of the financial statements.















                                       F-5

<PAGE>


<TABLE>
<CAPTION>


                           CARDIFF INTERNATIONAL , INC
                         (A Development Stage Company)


                 STATEMENT OF CHANGES OF STOCKHOLDERS' (DEFICT)

               From September 30, 1996 through September 30, 2001




                                                Additional
                                Common Stock      Paid-In       Accumulated
                  No./Shares       Amount         Capital         Deficit         Total
                  ----------       ------         -------         -------         -----
<S>               <C>             <C>             <C>           <C>             <C>

  Balance at
 September 30,
     1996          144,000        $ 319,783       $223,401      $(544,684)       $ (1,500)

Common Stock
   Issued          156,000              156          1,944              -           2,100

  Net (Loss)
 For the year
     Ended
 September 30,
     1997              -              -               -           (7,543)          (7,543)
                    -------         -------         -------        -------        -------

Balance at
September 30,
   1997            300,000          319,939        225,345      (552,912)          (6,943)

Net (Loss) for
Year ended
September 30,
   1998                -               -               -            (685)            (685)
                    -------         -------         -------       -------         -------

Balance at
September 30,
   1998            300,000          319,939        225,345      (552,912)          (7,628)

Common stock
   issued          375,000              375            -             -                375

Net (Loss) for
Year ended
September 30,
   1999               -                -               -          (8,217)          (8,217)
                    -------         -------         -------       -------          -------

 Balance at
 September 30,
     1999           675,000         320,314         225,345       (561,129)       (15,470)

  Net Loss for
   The year
     ended
 September 30,
     2000              -              -               -            (4,492)         (4,492)
                    -------         -------         -------        -------         -------
  Balance at
 September 30,
     2000
                    675,000       $ 320,314       $ 225,345     $(565,621)      $ (19,962)

Net Loss) for
the year ended
September 30,
   2001                -               -              -            (4,191)         (4,191)
                    -------         -------         -------        -------         -------

Balance at
September 30,
   2001             675,000       $ 320,314       $ 225,345     $(569,812)      $ (24,153)
                    =======         =======         =======     ==========      ==========

</TABLE>

    The accompanying notes are an integral part of the financial statements.







                                       F-6


<PAGE>



<TABLE>
<CAPTION>



                           CARDIFF INTERNATIONAL, INC.
                         (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS                                  For the period
                                                                                       from June 19,
                                                                                       1996 (date of
                                                                                       reinstatement)
                                                                                          through
                                                       Years Ended September 30,        September 30,
                                                          2001             2000             2001
                                                          ----             ----             ----

                                                <c>             <c>              <c>

Cash Flows Operating Activities:
     Net (loss)                                     $   (4,191)      $   (4,492)     $    (25,128)
     Stock issued for services                              -                -                375
     Increase (decrease) in accounts payable               (25)           1,275               750
                                                     ---------        ---------          --------
Net Cash (used in) Operating Activities                 (4,216)          (3,217)          (24,003)
                                                     ---------        ---------          --------
Cash Flows from Investing Activities                         -                -                -
                                                     ---------        ---------          --------
Cash Flows from Financing Activity:
        Common Stock Issued and
        additional paid-in capital                           -                -             2,100
        Advances from related parties                    4,216            3,217            21,903
                                                     ---------        ---------          --------
Increase in Cash                                             -                -                -

Cash, Beginning of Year                                      -                -                -

Cash, Beginning of Year                                      -                -                -
                                                     ---------        ---------          --------
Cash End of Year                                    $        -      $         -      $         -
                                                     =========        =========          ========
Interest Paid                                       $        -      $         -      $         -
                                                     =========        =========          ========
Income Taxes Paid                                   $        -      $         -      $         -
                                                     =========        =========          ========

</TABLE>


    The accompanying notes are an integral part of the financial statements.










                                       F-7

<PAGE>


                           CARDIFF INTERNATIONAL, INC.
                         (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2001 and 2000


(1)  Summary of Accounting Policies
     ------------------------------

          This   summary  of   significant   accounting   policies   of  Cardiff
     International, Inc. (A Development Stage Company) (Company) is presented to
     assist in understanding the Company's financial  statements.  The financial
     statements and notes are representations of the Company's management who is
     responsible for their integrity and objectivity.  These accounting policies
     conform  to  generally  accepted   accounting   principles  and  have  been
     consistently applied in the preparation of the financial statements.

     (a)  Organization and principles of Consolidation
          --------------------------------------------

               Cardiff International,  Inc. (Company) was incorporated under the
          laws of Colorado on October 14, 1986. On June 19,  1995,   the Company
          was reinstated as a corporation in Colorado.The Company is an inactive
          entity other than it is looking for a business combination candidate.

          The Company has selected the last day of September as its year end.

     (b)  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 the reported  amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenue and expenses during the reporting period. Actual results could
          differ from those estimates.

(2)  Basis of Presentation - Going Concern
     -------------------------------------

          The accompanying financial statements have been prepared in conformity
     with  generally   accepted   accounting   principles,   which  contemplates
     continuation  of the Company as a going concern.  However,  the Company has
     sustained  operating  losses  since  its  inception  and has a net  capital
     deficiency.  These  matters  raise  substantial  doubt about the  Company's
     ability to continue as going concern.  Management is attempting to locate a
     business combination candidate.

          In view of these  matters,  continuing as a going concern is dependent
     upon the  Company's  ability  to meet  its  financing  requirements,  raise
     additional capital,  and the success of its future operations or completion
     of a successful  business  combination.  Management  believes  that actions
     planned and  presently  being taken to revise the  Company's  operating and
     financial  requirements provide the opportunity for the Company to continue
     as a going concern.

                                       F-8

<PAGE>



                           CARDIFF INTERNATIONAL, INC.
                         (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2001 and 2000



(3)  Income Taxes
     ------------

          The  Company  has  net  operating  loss  carryovers  of  approximately
     $569,000  but due to the  change  in  ownership  of the  Company,  the loss
     carryovers have been, in all material respects, eliminated.


(4)  Related Party Transactions
     --------------------------

          As of September 30, 2001 the Company had outstanding  accounts payable
     to stockholders  totaling $21,903. The balance payable is uncollateralized,
     bears no interest and has no written repayment terms.


                                       F-9


<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

 None; Not Applicable.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

     On or about  December 8, 1999 the current  directors,  executive  officers,
and/or 10% holders of the Company's common stock filed Form 3, Initial Statement
of Beneficial  Ownership of Securities,  in accordance with Section 16(a) of the
Exchange Act.


Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
Charles Calello       President        07/89           *
                      Director         10/86           *

Kathleen L. Morrison  Secretary        03/99           *
                      Director         03/99           *

Clay Calello          Secretary        07/89        03/99
                      Vice President   07/89           *
                      Director         07/89           *




</TABLE>
     * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     Charles  Calello.  President  and  Director.  Mr.  Calello  has served as a
Director and Chairman of the Board of  Directors of the Company  since  January,
1987. Mr.  Calello has been directly  involved in the music business since 1962.
He has been  self-employed  or  President of privately  held  companies  such as
Charles Calello Productions,  Space Cowboy Music, and Calello Music. Mr. Calello
has published, arranged, produced, co-produced, composed, or orchestrated music,
scores,  songs, or albums for groups and individuals such as Gladys Knight, Bill
Medley, Juice Newton, Eddie Rabbit, Deborah Allen, Barbara Streisand,  Englebert
Humperdinck,  Barry Manilow, Glen Campbell, Bruce Springsteen, Neil Diamond, Lou
Christie, The Four Seasons, and Frank Sinatra.

     Clay Calello,  Director and Vice  President.  Mrs.  Calello has served as a
Director  and Vice  President  since July 1989.  Mrs  Calello is the wife of Mr.
Charles  Calello.  Mrs.  Calello has been involved in the fashion industry since
1974,   first  as   clothing   designer  in  Chicago  and  later  as  a  fashion
consultant/trouble  shooter in Beverly Hills  California.  In 1981, Mrs. Calello
started the music  company,  Shem  Production,  Inc. The company  specialized in
producing  music  packages  for  television  commercials,  television  shows and
records.  Her  company  produced  the music  for such  products  as Coors  Beer,
McDonald's,  Coca Cola,  Nescafe and Oldsmobile.  Her Company provided music for
the hit TV series  Crime Story as well as 9 top ten  records.  Since 1992,  Mrs.
Calello  has been  involved  in various  cultural  and non profit  organizations
including Boca Pops and the Florida Atlantic University.

     Kathleen L. Morrison, Director and Secretary. For the past 8 years, she has
been the office manager for two persons, one of which is Jenson Services,  Inc.,
which is a consultant to and a majority  stockholder  of the Company.  For seven
years,  she was the editor of "Super Group" a vertical market computer  magazine
targeting HP3000 users. Mrs. Morrison received a B.A. degree from Colorado State
University in 1978.

Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

Family Relationships.
---------------------

     Charles  Calello,  President and Director and Clay Calello,  Vice President
and Director are husband and wife. Other than the  aforementioned,  there are no
additional family relationships between the officers and directors.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Management  is  informed  and  believed  that  certain  former   directors,
executive  officers,  and/or  10%  holders of the  company's  stock may not have
timely filed the forms  required by section 16(a) of the Exchange Act.  However,
present  management is unable to determine what forms should have been filed and
when.

     On or about  December 8, 1999 the current  directors,  executive  officers,
and/or 10% holders of the  Company's  common stock filed form 3's in  accordance
with Section 16(a) of the Exchange Act.

Item 10. Executive Compensation.
         -----------------------

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                                Secur-
                                                ities         All
Name and   Year or               Other   Rest-  Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricted lying   Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock  Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>

Charles J.     9/30/01    0     0     0     0      0     0   0
Calello        9/30/00    0     0     0     0      0     0   0
President,     9/30/99    0     0     0     0      0     0   0
Director       9/30/98    0     0     0  125,000*  0     0   0


Kathleen L.    9/30/01    0     0     0     0      0     0   0
Morrison       9/30/00    0     0     0     0      0     0   0
Secretary,     9/30/99    0     0     0     0      0     0   0
Director       9/30/98    0     0     0     0      0     0   0


Clay Calello   9/30/01    0     0     0     0      0     0   0
Vice           9/30/00    0     0     0     0      0     0   0
President and  9/30/99    0     0     0     0      0     0   0
Director       9/30/98    0     0     0     0      0     0   0


</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards  were  issued or granted to the  Company's  management  during the fiscal
years ending  September 30, 2001,  2000,  1999, or 1998, or the period ending on
the date of this Report. Mr. Charles Calello,  President and Director was issued
125,000 shares of the Company's "Restricted" common stock on December 15, 1998.

     *Mrs  Calello  may be deemed  beneficial  owner of these  shares due to her
relationship with Charles Calello. Mrs. Calello is the wife of Charles Calello.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service provided as director.

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of this Report,  with the  computations  being based upon 675,290 shares of
common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name and Address           Beneficially Owned           of Class (1)
----------------           ------------------           --------
<S>                          <C>                       <C>
Art Beroff                    156,000                    23.1%
156-34 88th Street
Howard  Beach, NY  11414

Jenson Services, Inc.         250,000                    37.0%
5525 S. 900 E. #110
Salt Lake City, UT
84117

Charles Calello               156,625*                   23.2%
23368 Mirabello Circle
Boca Raton, FL  33433

                              -------                     ----
                              562,625                    83.3%

</TABLE>

     *Clay  Calello may be deemed  beneficial  owner of these  shares due to her
relationship with Charles Calello. Mrs. Calello is the wife of Charles Calello.

<PAGE>


Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class *
----------------     -------------------------     --------
<S>                            <C>                  <C>
Charles Calello                156,625*              23.2%
23368 Mirabello Circle
Boca Raton, FL  33433

Clay Calello                       0                 0
23368 Mirabello Circle
Boca Raton, FL  33433

Kathleen Morrison                  0                 0
9352 Sterling Dr.
Sandy, UT  84093

                               -------              ------
All directors and executive
officers as a group            156,625              23.2%%
(3 persons)

</TABLE>

     *Mrs.  Clay Calello may be deemed  beneficial  owner of these shares due to
her  relationship  with  Charles  Calello.  Mrs.  Calello is the wife of Charles
Calello.

Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions.
-------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of "Unregistered" and "Restricted"  Securities over the past three years"
of Item I.

<PAGE>

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

     None; Not Applicable.

Exhibits
--------

    None; Not Applicable.

DOCUMENTS INCORPORATED BY REFERENCE

 None; Not Applicable.

     *Summaries of all exhibits  contained in this Report are modiified in their
entirety by reference to these Exhibits.


                               SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       CARDIFF INTERNATIONAL, INC.



Date:  12-21-01                        By/S/Charles Calello
                                       Charles Calello
                                       President and Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:

                                        CARDIFF INTERNATIONAL, INC.



Date:  12-21-01                         By/S/Charles Calello
                                        Charles Calello
                                        President and Director



Date:  12-21-01                         By/S/Kathleen Morrison
                                        Kathleen Morrison
                                        Secretary and Director



<PAGE>