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, 2005
     --------------------------------------------

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

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

                           Commission File No. 000-49709
                           ------------------------------

                             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)

                          4685 Highland Dr., Suite 202
                           Salt Lake City, Utah 84117
                           --------------------------
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (801) 278-9424

                              None; Not Applicable.
                              ---------------------
          (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. [ ]

     Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes      No  X
                                                    ----    ----

     Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes  X   No
                                                   ----    ----

     State Issuer's revenues for its most recent fiscal year:
                            September 30, 2005 - $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.

     October  20, 2005 - 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:

                                October 20, 2005
                                     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.
---------------------

     On April 22, 2005 the Company filed a Current Report on Form 8-K announcing
the  execution  of a Letter of Intent to acquire  Legacy Card  Company,  Inc., a
Nevada  corporation  ("Legacy")  in exchange  for  20,075,000  shares of Cardiff
common stock that is comprised of "restricted securities" under Rule 144 for all
of the  outstanding  shares of Legacy common stock at the effective  time of the
Closing.  The new  company  will be led by the  management  team  and  board  of
directors from Legacy. Closing of the definitive agreement is subject to certain
requirements  including  completion  of final  documentation,  due diligence and
other customary pre-closing  conditions.  There is no assurance this transaction
will be completed.

     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  unissued  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                $2,100

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

Jenson Services, Inc.*    7/19/99        250,000                Services

</TABLE>


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

Business.
---------

     On April 22, 2005 the Company filed a Current Report on Form 8-K announcing
the  execution  of a Letter of Intent to acquire  Legacy Card  Company,  Inc., a
Nevada  corporation  ("Legacy")  in exchange  for  20,075,000  shares of Cardiff
common stock that is comprised of "restricted securities" under Rule 144 for all
of the  outstanding  shares of Legacy common stock at the effective  time of the
Closing.  The new  company  will be led by the  management  team  and  board  of
directors from Legacy. Closing of the definitive agreement is subject to certain
requirements  including  completion  of final  documentation,  due diligence and
other customary pre-closing  conditions.  There is no assurance this transaction
will be completed.

     Except as otherwise  discussed  above and under the Section Reports on Form
8-K  hereinafter,  the following  discussion is as of the date of this Annual
Report ended September 30, 2005. See Current Reports on Form 8-K below.

     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.

Sarbanes-Oxley Act.
-------------------

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002 (the  "Sarbanes-Oxley  Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory  requirements on  publicly-held  companies and their insiders.
Many of these requirements will affect us. For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer
           and we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine  whether they comply with the  Sarbanes-Oxley  Act and the
new  regulations  promulgated  thereunder.  We  will  continue  to  monitor  our
compliance  with all future  regulations  that are adopted  under the  Sarbanes-
Oxley Act and will take whatever  actions are necessary to ensure that we are in
compliance.

Penny Stock.
------------

     Our  common  stock is  "penny  stock"  as  defined  in Rule  3a51-1  of the
Securities and Exchange Commission. Penny stocks are stocks:

     *    with a price of less than five dollars per share;

     *    that are not traded on a "recognized" national exchange;

     *    whose prices are not quoted on the NASDAQ automated  quotation system;
          or

     *    in issuers  with net  tangible  assets  less than  $2,000,000,  if the
          issuer has been in continuous  operation for at least three years,  or
          $5,000,000,  if in continuous  operation for less than three years, or
          with  average  revenues  of less than  $6,000,000  for the last  three
          years.

     Section  15(g) of the  Exchange  Act and Rule 15g-2 of the  Securities  and
Exchange  Commission require  broker/dealers  dealing in penny stocks to provide
potential  investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before making
any  transaction in a penny stock for the investor's  account.  You are urged to
obtain and read this disclosure carefully before purchasing any of our shares.

     Rule   15g-9  of  the   Securities   and   Exchange   Commission   requires
broker/dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions in these stocks before selling any penny stock to that investor.

     This procedure requires the broker/dealer to:

     *    get information about the investor's financial  situation,  investment
          experience and investment goals;

     *    reasonably determine, based on that information,  that transactions in
          penny  stocks are  suitable for the investor and that the investor can
          evaluate the risks of penny stock transactions;

     *    provide the investor with a written  statement setting forth the basis
          on which the broker/dealer made his or her determination; and

     *    receive a signed and dated copy of the  statement  from the  investor,
          confirming  that  it  accurately  reflects  the  investors'  financial
          situation, investment experience and investment goals.

     Compliance with these  requirements may make it harder for our stockholders
to resell their shares.

     Reporting Obligations.
     ----------------------

     Section  14(a) of the Exchange Act requires all companies  with  securities
registered  pursuant  to Section  12(g) of the  Exchange  Act to comply with the
rules and regulations of the Securities and Exchange Commission  regarding proxy
solicitations,  as outlined in Regulation 14A. Matters submitted to stockholders
of our Company at a special or annual  meeting  thereof or pursuant to a written
consent  will  require  our  Company  to  provide  our  stockholders   with  the
information  outlined in  Schedules  14A or 14C of  Regulation  14;  preliminary
copies of this  information  must be  submitted to the  Securities  and Exchange
Commission  at least 10 days  prior to the date that  definitive  copies of this
information are forwarded to our stockholders.

     We are also  required to file annual  reports on Form 10-KSB and  quarterly
reports on Form  10-QSB with the  Securities  Exchange  Commission  on a regular
basis,  and will be required to timely disclose  certain  material events (e.g.,
changes in corporate  control;  acquisitions  or  dispositions  of a significant
amount of assets other than in the ordinary course of business;  and bankruptcy)
in a current report on Form 8-K12G3.

     If we are acquired by a  non-"reporting  issuer" under the Exchange Act, we
will be subject to the "back-door  registration"  requirements of the Securities
and Exchange  Commission  that will require us to file a Current  Report on Form
8-K12G3 that will include all information about such  non-"reporting  issuer" as
would have been  required  to be filed by that  entity had it filed a Form 10 or
Form 10SB  Registration  Statement with the Securities and Exchange  Commission.
Effective  August 22, 2005, any  acquisition  that will result in our Company no
longer being a "blank  check" or "blind pool" company will require us to include
all  information  about the acquired  company as would have been  required to be
filed by that entity had it filed a Form 10 or Form 10SB Registration  Statement
with the Securities and Exchange Commission.

     Small Business Issuer.
     ----------------------

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  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  $25,000,000;  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 $25,000,000 or more. We are
deemed to be a "small business issuer."

     The Securities and Exchange  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 our 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, Related Stockholder Matters and Small
         Business Issuer Purchases of Equity Securities.
         ------------------------------------------------

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

     The  Company's  common  stock is  currently  listed on the OTC-BB under the
symbol  "CDIF".  However,  there is currently no active  trading  market nor has
there been an active  trading  market for the Company's  common stock since June
1996.

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.

Recent Sales of "Restricted Securities".
----------------------------------------

     There have been no issuances of the  Company's  common stock since the year
ended September 30, 1999.

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

     In connection with the "safe harbor" provisions of federal securities laws,
readers of this document and any document  incorporated by reference herein, are
advised that these  documents  contain both  statements of historical  facts and
forward-looking  statements.  Forward-looking  statements are subject to certain
risks and  uncertaintees,  which could cause actual results to differ materially
from those indicated by the  forward-looking  statements.  This document and any
documents incorporated by reference herein also identify important factors which
could cause actual results to differ  materially from those indicated by forward
looking  statements.  These risks and  uncertainties  include  competition,  the
decisions of customers,  the actions of  competitors,  the effects of government
regulation,  possible  delays in the  introduction of new products and services,
customer  acceptance of products and services,  the Company's  ability to secure
debt and/or equity  financing on reasonable  terms,  and other factors which are
described herein and/or in documents incorporated by reference herein.

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

     On April 22, 2005 the Company filed a Current Report on Form 8-K announcing
the  execution  of a Letter of Intent to acquire  Legacy Card  Company,  Inc., a
Nevada  corporation  ("Legacy")  in exchange  for  20,075,000  shares of Cardiff
common stock that is comprised of "restricted securities" under Rule 144 for all
of the  outstanding  shares of Legacy common stock at the effective  time of the
Closing.  The new  company  will be led by the  management  team  and  board  of
directors from Legacy. Closing of the definitive agreement is subject to certain
requirements  including  completion  of final  documentation,  due diligence and
other customary pre-closing  conditions.  There is no assurance this transaction
will be completed.

     Except as otherwise  discussed  above and under the Section Reports on Form
8-K  hereinafter,  the following  discussion is as of the date of this Annual
Report ended September 30, 2005. See Current Reports on Form 8-K below.

     Other  than the above  mentioned  Letter of  Intent,  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, 2005, 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  $50,000 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, 2005, the Company  had no assets.

     During the fiscal year ended September 30, 2005, the Company had a net loss
of $8,404. The Company has received no revenues in either of its two most recent
fiscal years.

Liquidity.
---------

     During the fiscal years ended  September  30, 2005 and 2004, a  shareholder
and consultant paid general and administrative expenses on behalf of the Company
totaling  $7,717 and $5,133,  respectively.  The  unsecured  loan bears  minimal
annual interest and is due on demand.

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

          Financial Statements for the years ended
          September 30, 2005 and 2004

          Index to Financial Statements

          Report of Independent Certified Public Accountants

          Balance Sheets - September 30, 2005 and 2004

          Statements of Operations for the years ended
          September 30, 2005 and 2004 and for the period from June 19, 1996
          (date of reinstatement) through September 30, 2005.

          Statement of changes in Stockholders' (Deficit) from
          September 30, 1996 through September 30, 2005

          Statements of Cash Flows for the years ended
          September 30, 2005 and 2004 and for the period from June 19, 1996
          (date of reinstatement) through September 30, 2005

          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 REGISTERED PUBLIC ACCOUNTING FIRM

                                                     September 30, 2005 and 2004





<S>                                                                              <C>



                           Report of Independent Registered Public Accounting Firm                        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








                                                                     F-1
</TABLE>
<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







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

     We have audited the accompanying  balance sheets of Cardiff  International,
Inc. (A  Development  Stage  Company) as of September 30, 2005 and 2004, 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 in the United States of America.  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, 2002 and 2001, 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.  Management's plan in regard to these matters is
also  described  in  Note  2.  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


October 14, 2005




                                       F-2

<PAGE>
<TABLE>
<CAPTION>


                           CARDIFF INTERNATIONAL, INC.
                         (A development Stage Company)

                                  BALANCE SHEETS


                                     ASSETS


<S>                                                               <C>            <C>

                                                                    September    September
                                                                    30, 2005     30, 2004
                                                                     ----------    --------

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

Current Liabilities:
     Accounts payable                                               $        -    $   1,850
     Accrued interest payable                                            8,033        5,496
     Accounts payable, stockholder                                      44,759       37,042
                                                                     ----------    --------
          Total Current Liabilities                                 $   52,792    $  44,388
                                                                     ----------    --------
                            TOTAL LIABILITIES                           52,792       44,388
                                                                     ----------    --------
     Commitments and contingencies (Notes 2, 3, 4 and 7)

Stockholders' (Deficit):
     Common Stock, no par value
     30,000,000 shares authorized
     675,290 shares issued and outstanding                             545,659      545,659
     Accumulated (deficit)                                            (544,684)    (544,684)
     Accumulated (deficit) during development stage                    (53,767)     (45,363)
                                                                     ----------   ---------
TOTAL STOCKHOLDERS' (DEFICIT)                                          (52,792)     (44,388)
                                                                     ----------   ---------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                      $         -   $        -
                                                                     ==========   =========


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

</TABLE>
                                       F-3
<PAGE>


<TABLE>
<CAPTION>


                           CARDIFF INTERNATIONAL, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS




                                                                              For the period
                                                                               from June 19
                                                                               1996 (date of
                                                      Years Ended             reinstatement)
                                                      September 30,              through
                                                                               September 30,
                                                 2005            2004             2005
<S>                                         <C>             <C>            <c>

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

Expenses:
       Accounting and auditing .........         4,100           4,450         22,650
       Legal Fees.......................           746               0          2,365
       Stock Issued for Services .......             0               0            375
       Other ...........................         1,021             679         20,344
                                              ----------      ----------     ----------
        Total ..........................         5,867           5,129         45,734
                                              ----------      ----------     ----------
Net Operating (Loss) ...................    $   (5,867)       $ (5,129)      $(45,734)
                                              ----------      ----------     ----------
Other(Expense)
       Interest Expense ................    $   (2,537)         (2,320)        (8,033)
                                              ----------      ----------     ----------

Net (Loss) .............................    $   (8,404)       $ (7,449)      $(53,767)
                                                                             ==========
(Loss) Per Share .......................    $     (.01)       $   (.01)      $   (.09)
                                              ==========      ==========     ==========
Weighted Average Shares Outstanding ....       675,290         675,290        591,957
                                              ==========      ==========     ==========
</TABLE>



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


                                       F-4

<PAGE>


<TABLE>
<CAPTION>


                           CARDIFF INTERNATIONAL, INC
                         (A Development Stage Company)


                 STATEMENT OF CHANGES OF STOCKHOLDERS' (DEFICIT)

               From September 30, 1996 through September 30, 2005



                                                              Accumulated
                                                             Deficit during
                                Common Stock     Accumulated  Development
                  No./Shares      Amount          Deficit        Stage          Total
                  ----------      ------         -------         -----          -----
<S>               <C>            <C>             <C>           <C>             <C>

  Balance at
 June 19,
     1996          144,290       $ 543,184      $(544,684)          -        $ (1,500)

Common Stock
Issued at $.001    156,000           2,100              -           -           2,100

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

Balance at
September 30,
   1997            300,290          545,284      (544,684)        (7,543)      (6,943)

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

Balance at
September 30,
   1998            300,290          545,284      (544,684)        (8,228)      (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           675,290         545,659      (544,684)       (16,445)     (15,470)

  Net (Loss) for
   The year
     ended
 September 30,
     2000              -              -               -           (4,492)      (4,492)
                    -------         -------      --------         -------      -------
  Balance at
 September 30,
     2000
                    675,290         545,659      (544,684)       (20,937)     (19,962)

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

Balance at
September 30,
   2001             675,290         545,659      (544,684)       (25,128)    (24,153)

Net (Loss) for
the year ended
September 30,          -              -               -           (5,944)     (5,944)
   2002             -------        -------        -------        -------      -------

Balance at
September 30,
2002                675,290        545,659       (544,684)       (31,072)     (30,097)
                    -------        -------        -------        --------    ----------

Net (Loss) for
the year ended
September 30,
2003                   -              -               -           (6,842)      (6,842)
                    -------        --------       -------         -------    ----------

Balance at
September 30,
2003                675,290      $ 545,659     $ (544,684)     $ (37,914)  $  (36,939)
                    -------        --------       -------         -------    ----------

Net (Loss) for
the year ended
September 30,
2004                   -              -               -           (7,449)      (7,449)
                    -------        --------       -------         -------    ----------

Balance at
September 30,
2004                675,290      $ 545,659     $ (544,684)     $ (45,363)  $  (44,388)
                    -------        -------        -------        -------     ---------

Net (Loss) for
the year ended
September 30,
2005                   -              -               -           (8,404)      (8,404)
                    -------        -------        -------        -------     ---------
Balance at
September 30,
2005                675,290      $ 545,659     $ (544,684)     $ (53,767)  $  (52,792)
                    =======        =======        =======        =======     =========
</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,
                                                          2005             2004             2005
                                                          ----             ----             ----

                                                <c>             <c>              <c>

Cash Flows Operating Activities:
     Net (loss)                                     $   (8,404)      $   (7,449)     $    (53,767)
     Stock issued for services                               -                -               375
     Increase (decrease) in accounts payable
       and accrued expenses                                687            2,316             6,533
                                                     ---------        ---------          --------
Net Cash (used in) Operating Activities                 (7,717)          (5,133)          (46,859)
                                                     ---------        ---------          --------
Cash Flows from Investing Activities                         -                -                 -
                                                     ---------        ---------          --------
Cash Flows from Financing Activity:
        Common Stock Issued and
        additional paid-in capital                           -                -             2,100
        Advances from related parties                    7,717            5,133            44,759
                                                     ---------        ---------          --------
Net Cash Provided by Financing Activities:               7,717            5,133            46,859
                                                     ---------        ---------          --------
Increase in Cash                                             0                0                 0
                                                     ---------        ---------          --------
Cash, Beginning of Year                                      0                0                 0
                                                     ---------        ---------          --------
Cash End of Year                                    $        0      $         0      $          0
                                                     =========        =========          ========
Interest Paid                                       $        0      $         0      $          0
                                                     =========        =========          ========
Income Taxes Paid                                   $        0      $         0      $          0
                                                     =========        =========          ========

</TABLE>

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



                           CARDIFF INTERNATIONAL, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2005 and 2004


Note 1 - Summary of Accounting Policies and Description of Business

     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  in the United  States of America and have been
consistently applied in the preparation of the financial statements.

(a) Organization and Description of Business

     Cardiff  International,  Inc. (A Development  Stage Company)  (Company) was
incorporated  under the laws of Colorado on October 14, 1986.  On June 19, 1996,
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.

(b) Per Share Information

     Per share information is computed by dividing the net income or loss by the
weighted average number of shares outstanding during the period.

(c) 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.

(d) Development Stage Enterprise

     Based  upon  the  Company's  business  plan,  it  is  a  development  stage
enterprise   since  planned   principal   operations  have  not  yet  commenced.
Accordingly,  the Company  presents its financial  statements in conformity with
the  accounting  principles  generally  accepted in the United States of America
that  apply  in  establishing  operating  enterprises.  As a  development  stage
enterprise, the Company discloses the deficit accumulated during the development
stage and the cumulative  statements of operations and cash flows from inception
to the current balance sheet date.

(e) Risks and Uncertainties

     The  Company is subject to  substantial  business  risks and  uncertainties
inherent in starting a new business. There is no assurance that the Company will
be able to generate sufficient revenues or obtain sufficient funds necessary for
launching a new business venture.

(f) Cash and Cash Equivalents

     The Company  considers cash and cash equivalents to consist of cash on hand
and demand deposits in banks with an initial maturity of 90 days or less.

(g) Fair Value of Financial Instruments

     Financial  Accounting  Standards Board (FASB) issued Statement of Financial
Accounting  Standards  No.  107 (SFAS  107)  "Disclosures  About  Fair  Value of
Financial  Instruments." SFAS 107 requires  disclosure of fair value information
about financial  instruments  when it is practicable to estimate that value. The
carrying value of the Company's payables approximate their estimated fair values
due to their short-term maturities.

(h) Concentrations

     Financial   instruments   that   potentially   subject   the   company   to
concentrations of credit risk consist  principally of cash and cash equivalents.
At  September  30,  2005 and 2004,  the  Company  had no amounts of cash or cash
equivalents in financial  institutions  in excess of amounts insured by agencies
of the U.S. Government.

(i) Revenue Recognition

     The Company has had no revenue to date.

(j) Recent Accounting Pronouncements

     There were various accounting  standards and interpretations  issued during
2005 and  2004,  none of which are  expected  to have a  material  impact on the
Company's consolidated financial position, operations, or cash flows.

(k) Income taxes

     The  Company  records  deferred  taxes  in  accordance  with  Statement  of
Financial  Accounting  Standards (SFAS) 109,  "Accounting for Income Taxes." The
statement  requires  recognition  of  deferred  tax assets and  liabilities  for
temporary  differences  between the tax bases of assets and  liabilities and the
amounts at which they are carried in the financial statements, the effect of net
operating  losses,  based upon the  enacted  tax rates in effect for the year in
which the  differences  are  expected  to  reverse.  A  valuation  allowance  is
established  when necessary to reduce deferred tax assets to the amount expected
to be realized.

(l) Other

     The Company has selected September 30 as its fiscal year end.

     The company has paid no dividends.

     No advertising expense has been incurred.

     The Company consists of one reportable business segment.

     The Company has not entered into any leases.

Note 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,  realization  of  certain  of the  assets in the
accompanying  balance sheet 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.  However, ther is
no assurance that it will be successful.  Until such time as the Company is able
to  complete  a  business  combination  the  Company  will  continue  to rely on
management and  shareholders  to provide  sufficient  capital  resources to meet
financing  requirements.  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.

Note 3 - Income Taxes

     As of  September  30,  2005 and 2004,  the  Company  had an  estimated  net
operating  loss carry  forward of $54,000 and $45,000,  respectively,  to offset
future  taxable  income.  Due to a change in control in 1996,  the net operating
losses at that time were practically worthless, therefore only the net operating
loss accumulated since that date is carried forward for income tax purposes. The
net  operating  loss carry  forward,  if not used,  will expire in various years
through  September  30,  2025,  and may be  restricted  if there is a change  in
ownership.   No  deferred  income  taxes  have  been  recorded  because  of  the
uncertainty of future taxable income to be offset.

     Significant  components of the Company's net deferred  income tax asset are
as follows:
<TABLE>
<S>                                                                   <C>

                                                                                   September 30,
                                                                             2005               2004
                                                                             ----               ----
         Net operating losses carry forward                            $     9,950       $     8,400
         Deferred income tax allowance                                      (9,950)           (8,400)
                                                                            =======           =======
         Net deferred income tax assets                                $         -       $         -
                                                                            =======           =======

     The Net  change  during  the year  ended  September  30,  2005 in the total
vluation was $1,550.  The reconciliation of income tax (benefit) computed at the
federal statutory rate to income tax expense (benefit) is as follows:

         Tax (benefit) at Federal statutory rate                            (15.00)%
         State tax (benefit) net of Federal benefit                          (3.50)
         Valuation allowance                                                 18.50
                                                                            -------
         Tax provision (benefit)                                                 -
                                                                            =======
</TABLE>

Note 4 - Related Party Transactions

     As of September  30, 2005 and 2004,  the Company had  outstanding  accounts
payable to stockholders totaling $44,759 and $37,042,  respectively. The balance
payable is  uncollateralized,  bears interest at 6% and has no written repayment
terms.
<PAGE>

Note 5 - Common Stock Issued

     During the year ended September 30, 1997, the Company issued 156,000 shares
of its  restricted  common stock to a consultant for cash of $156, and $1,944 of
Company  expenses paid by the  consultant.  During the year ended  September 30,
1999,  the Company  issued  375,000  shares of its  restricted  common stock for
services, of which 125,000 were issued to a stockholder/officer  of the Company.
The shares and services were  recorded in the financial  statements at $.001 per
share par value.

Note 6 - Stock Split

     During the year ended  September  30, 1999 the  Company  effected a one for
1000 reverse stock split. All references to common stock have been retroactively
changed to give effect to the reverse stock split.

Note 7 - Letter of Intent

     During  April  2005,  the  Company  signed a letter of intent,  whereby the
Company  would  acquire  the entity in  exchange  for  20,075,000  shares of the
Company's common stock. The closing is subject to certain requirements and there
is no assurance that this transaction will be completed.

<PAGE>

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

 None; Not Applicable.

Item 8(a).  Controls and Procedures.
            ------------------------

     As of the end of the period covered by this Annual  Report,  we carried out
an evaluation, under the supervision and with the participation of our President
and Vice  President,  of the  effectiveness  of the design and  operation of our
disclosure controls and procedures.  Based on this evaluation, our President and
Chief Financial  Officer  concluded that our disclosure  controls and procedures
are effective at ensuring that information  required to be disclosed or filed by
us is recorded,  processed or summarized,  within the time periods  specified in
the rules and regulations of the Securities and Exchange  Commission.  It should
be noted that the design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions,  regardless  of how remote.  In  addition,  we reviewed  our
internal  controls over financial  reporting,  and there have been no changes in
our internal  controls or in other  factors in the last fiscal  quarter that has
materially affected our internal controls over financial reporting.

Item 8(b).  Other Information.
            ------------------

     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        03/05
                      Director         03/99        03/05

Clay Calello          Secretary        07/89        03/99
                      Treasurer        07/89           *
                      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.

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.

Code of Ethics.
---------------

     The Company  anticipates that a Code of Ethics will be adopted at such time
as a  business  combination  is  completed  that more  accurately  reflects  the
specific  nature of the acquired  operations.

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.     9/30/05    0     0     0     0      0     0   0
Calello        9/30/04    0     0     0     0      0     0   0
President,     9/30/03    0     0     0     0      0     0   0
Director

Kathleen L.    9/30/05    0     0     0     0      0     0   0
Morrison       9/30/04    0     0     0     0      0     0   0
Secretary,     9/30/03    0     0     0     0      0     0   0
Director

Clay Calello   9/30/05    0     0     0     0      0     0   0
Vice           9/30/04    0     0     0     0      0     0   0
President and  9/30/03    0     0     0     0      0     0   0
Director

</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, 2005, 2004, or 2003, 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.

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%
4685 S. Highland Dr., #202
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


                               -------              ------
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.

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

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

     A Current  Report on Form 8-K was filed with the  Securities  and  Exchange
Commission on April 22, 2005 and is incorporated herein by this reference.

Exhibits
--------

     EX 31.1 Certification of Charles Calello, the Company's President, pursuant
to section 302 of the Sarbanes-Oxley Act of 2002

     EX 31.2  Certification  of Clay Calello,  the Company's  Vice President and
Director, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

     EX 32 Certification of Charles Calello and Clay Calello pursuant to section
906 of the Sarbanes-Oxley Act of 2002

     *A summary of any Exhibit is modified in its  entirety by  reference to the
actual Exhibit.

DOCUMENTS INCORPORATED BY REFERENCE

     A Current  Report on Form 8-K was filed with the  Securities  and  Exchange
Commission on April 22, 2005 and is incorporated herein by this reference.

Item 14.  Principal Accounting Fees and Services.
-------------------------------------------------

     The  Following is a summary of the fees billed to Cardiff by its  principal
accountants during the fiscal years ended September 30, 2005 and 2004:
<TABLE>
<S>                                          <C>             <C>

        Fee category                            2005            2004            *
        ------------                            ----            ----

        Audit fees                            $ 4,100         $ 4,100

        Audit-related fees                    $     -         $     -

        Tax fees                              $   350         $   350

        All other fees                        $     -         $     -
                                                -----           -----
        Total fees                            $ 4,450         $ 4,450
</TABLE>

     Audit Fees.  Consists  of fees for  professional  services  rendered by our
principal accountants for the audit of Cardiff's annual financial statements and
review  of the  financial  statements  included  in  Cardiff's  Forms  10-QSB or
services that are normally  provided by our principal  accountants in connection
with statutory and regulatory filings or engagements.

     Audit-related  fees. Consists of fees for assurance and related services by
our principal  accountants that are reasonably related to the performance of the
audit or review of Cardiff's  financial  statements  and are not reported  under
"Audit fees."

     Tax  fees.  Consists  of fees for  professional  services  rendered  by our
principal accountants for tax compliance, tax advice and tax planning.

     All other fees.  Consists of fees for products and services provided by our
principal  accountants,  other than the services  reported  under "Audit  fees,"
"Audit-related  fees," and "Tax fees" above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors.
---------------------------------

     The  Company  has not adopted an Audit  Committee,  therefore,  there is no
Audit  Committee  policy in this regard.  However,  the Company does not require
approval in advance of the performance of  professional  services to be provided
to the Company by its principal accountant.  Additionally, all services rendered
by our  principal  accountant  are  performed  pursuant to a written  engagement
letter between us and the principal accountant.



                               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: 10/21/05                         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: 10/21/05                          By/S/ Charles Calello
                                        Charles Calello
                                        President and Director



Date: 10/21/05                          By/S/ Clay Calello
                                        Clay Calello
                                        Vice President and Director