U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                         ------------------------------

                                   FORM 10-KSB
                         ------------------------------

                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS

                             Under Section 12(g) of
                       The Securities Exchange Act of 1934
                         ------------------------------

                      FIRST INDIA DIVERSIFIED HOLDINGS, INC
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

              New York                                    06-1551283
   -------------------------------                     ---------------
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)

        257-10 Union Turnpike
        Floral Park, New York                                    11004
 ----------------------------------------                     ----------
 (Address of principal executive offices)                     (Zip code)

Issuer's telephone number: (888) 238-6400

Securities to be registered pursuant to Section 12(b) of the Act:

                                      None

Securities to be registered pursuant to Section 12(g) of the Act:

                               $.0001 Common Stock
                               -------------------
                                (Title of Class)


<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
PART I

Item 1.           Description of Business                                 3

Item 2.           Plan of Operation                                       6

Item 3.           Description of Property                                 11

Item 4.           Security Ownership of Certain
                  Beneficial Owners and Management                        12

Item 5.           Directors, Executive Officers, Promoters
                  And Control Persons                                     12

Item 6.           Executive Compensation                                  14

Item 7.           Certain Relationships and
                  Related Transactions                                    15

Item 8.           Description of Securities                               15

PART II

Item 1.           Market for Common Equities and Related Stockholder
                  Matters                                                 15

Item 2.           Legal Proceedings                                       17

Item 3.           Changes in and Disagreements with Accountants           17

Item 4.           Recent Sales of Unregistered Securities                 17

Item 5.           Indemnification of Directors and Officers               17

PART F/S

                  Financial Statements                                    F-1

PART III

Item 1.  Index to Exhibits

         Signatures


                                       2
<PAGE>

                                     PART I

Item 1. Description of Business

      First India Diversified Holdings, Inc. (the "Company") was incorporated on
July 2, 1999 under the laws of the State of New York to engage in any lawful
corporate activity, including, but not limited to, selected mergers and
acquisitions. The Company was established to manufacture and distribute Indian
Food products. The Company had issued shares to its original shareholders in a
Rule 504 offering, and started operational activities. After being confronted
with many obstacles such as the established competitors, better quality
products, variety and compelling prices, the Board of Directors of the Company
has elected to change their business from being an Indian Food Product
manufacture to a company with no specific business plan other than to consummate
an acquisition of or merge into another business or entity and commence
implementation of the Company's principal business purpose described below under
"Item 2 - Plan of Operation."

      The Company is filing this registration statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.

      In addition, the Company is filing this registration statement to enhance
investor protection and to provide information if a trading market commences. On
or about December 11, 1997, the National Association of Securities Dealers, Inc.
(NASD) announced that its Board of Governors had approved a series of proposed
changes for the Over the Counter ("OTC") Bulletin Board and the OTC market. The
principal changes, which was approved by the Securities and Exchange Commission
on January 4, 1999 allows only those companies that report their current
financial information to the Securities and Exchange Commission, banking, or
insurance regulators to be quoted on the OTC Bulletin Board. The rule provides
for a phase in period for those securities already quoted on the OTC Bulletin
Board.

RISK FACTORS

      The Company's business is subject to numerous risk factors, including the
following:

      1. Lack of History. The Company has had a very limited operating history
and did not generate any revenues or earnings from those operations. The Company
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss which will increase
continuously until the Company can consummate a business combination with a
profitable business opportunity. There is no assurance that the Company can
identify such a business opportunity and consummate such a business combination.

      2. The Company's Proposed Operations is Speculative. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with


                                       3
<PAGE>

entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.

      3. Scarcity of and Competition for Business Opportunities and
Combinations. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well - financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be desirable target candidates
for the Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

      4. The Company has No Agreement for a Business Combination or Other
Transaction - No Standards for Business Combination. The Company has no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. There
can be no assurance the Company will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation by the Company. There is no assurance the
Company will be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of operating
history or a specified level of earnings, assets, net worth or other criteria
which it will require a target business opportunity to have achieved, and
without which the Company would not consider a business combination in any form
with such business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no significant operating
history, losses. Limited or no potential for earnings, limited assets, negative
net worth or other negative characteristics.

      5. Continued Management Control, Limited Time Availability. While seeking
a business combination, management anticipates devoting up to forty hours per
week to the business of the Company. The Company has not obtained key man life
insurance on any its officers or directors. Not withstanding the combined
limited experience and time commitment of management, loss of the services of
any of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operation. See "Item 5- Directors,
Executive Officers, Promoters and Control Persons."

      6. There may be Conflicts of Interest. Officers and directors of the
Company may in the future participate in business ventures which could be deemed
to compete directly with the Company. Additional conflicts of interest and
non-arms length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm with
which the Company transacts business. Management has adopted a policy that the
Company will not seek a merger with, or acquisition of, any entity in which
management serve as officers, directors or partners, or in which they or their
family members own or hold any ownership interest.


                                       4
<PAGE>

      7. Reporting Requirements May Delay or Preclude Acquisitions. Sections 13
and 5(d) of the Securities Exchange Act of 1934 (the "1934 Act"), require
companies subject thereto to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, three years, depending on then relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare such statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the 1934 Act are applicable.

      8. Lack of Market research or Marketing Organization. The Company has
neither conducted, nor have others made available to it, results of market
research indicating that market demands exists for the transactions contemplated
by the Company. Moreover, the Company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.

      9. Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by business opportunities which the Company
merges with or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

      10. Regulation. Although the Company will be subject to regulation under
the 1934 Act, management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In the event the
Company engages in business combinations which result in the Company holding
passive investment interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such event,
the Company would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange Commission as
to the status of the Company under the Investment Company Act of 1940, and
consequently, and violation of such Act would subject the Company to adverse
consequences.

      11. Probable Change in Control and Management. A business combination
involving the issuance of the Company's common Shares will, in all likelihood,
result in shareholders of a private company obtaining a controlling interest in
the Company. Any such business combination may require management of the Company
to sell or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the Company. The
resulting change in control of the Company could result in removal of one or
more present officers and directors of the Company and a corresponding reduction
in or elimination of their participation in the future affairs of the Company.

      12. Reduction of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The


                                       5
<PAGE>

issuance of previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control or
management of the Company.

      13. Disadvantages of Combination with Certain Entities. The Company may
enter into a business combination with an entity that desires to establish a
public trading market for its shares. A business opportunity may attempt to
avoid what it deems to be adverse consequences of undertaking its own public
offering by seeking a business combination with the Company. Such consequences
may include, but are not limited to time delays of the registration process,
significant expenses to be incurred in a such an offering, loss of voting
control to public shareholders and the inability or unwillingness to comply with
various federal and state laws enacted for the protection of investors.

      14. Taxation. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes that may have an adverse effect on both parties to the
transaction.

      15. Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.

      16. Dilution. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of shares held
by the Company's then shareholders.

      17. No Trading Market. There is no trading market for the Company's common
stock at present, and there has been no trading market to date. There is no
assurance that a trading market will ever develop or, if such market does
develop, that it will continue. The Company intends to request a broker-dealer
to make application to the NASD Regulation, Inc. to have the Company's
securities traded on the OTC Bulletin Board or published in print and electronic
media, or either, in the National Quotation Bureau LLC "Pink Sheets."

Item 2. Plan of Operation

      The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company


                                       6
<PAGE>

regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.

      The Company has 3 full time employees. The Company's President and
Secretary have agreed to allocate their full time to the activities of the
Company. These officers anticipate that the business plan of the Company can be
implemented by their devoting maximum time per month to the business affairs of
the Company.

General Business Plan

      The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the advantages of an Issuer who has
complied with the 1934 Act. The Company will not restrict its search to any
specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See Item F/S,
"Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.

      The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop new markets or service, or for other corporate purposes. The
Company may acquire assets and establish wholly owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries.

      The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employed, providing liquidity (subject to restrictions
of applicable statutes), for all shareholders and other factors. Potentially,
available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

      The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in an Issuer who has complied with the 1934 Act without incurring the
cost and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-SB's, agreements and related


                                       7
<PAGE>

reports and documents. The 1934 Act, specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the 1934 Act. Nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data, which would support the benefits of a merger or
acquisition transaction for the owners of a business opportunity.

      The Company has made no determination as to whether or not it will file
periodic reports in the event its obligation to file such reports is suspended
under the 1934 Act. Azmat Hossain, an officer and director of the Company, has
agreed to provide the necessary funds, without interest, for the Company to
comply with the 1934 Act reporting requirements, provided that he is an officer
and director of the Company when the obligation is incurred.

      The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities, which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.

      Management of the Company, while not especially experienced in matters
relating to the new business of the Company, will rely upon their own efforts in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors will be utilized by the Company to
effectuate its business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee by such party will be
paid by the Company out of the limited capital available to the Company. There
have been no contracts or agreements with any outside consultants and none are
anticipated in the future.

      The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or developmental stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, it may desire to have its shares publicly traded, or may
seek other advantages which the Company may offer. However, the Company does not
intend to obtain funds in more private placements to finance the operation of
any acquired business opportunity until such time as the Company has


                                       8
<PAGE>

successfully consummated such a merger or acquisition.

      It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has
limited capital with which to pay these anticipated expenses, present management
of the Company will pay these charges with their limited funds, or interest free
loans to the Company or as capital contributions. However, if loans, the only
opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate. Management has agreed among
themselves that the repayment of any loans made on behalf of the Company will
not impede, or be made conditional in any manner, to consummation of a proper
transaction.

Acquisition of Opportunities

      In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any terms of sale of the shares presently held
by officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.

      It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
the Company's securities, may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.

      While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax - free" reorganization
under Section 368 (a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be necessary for the
owners of the acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company, would retain
less than 20% of the issued and outstanding shares of the surviving entity,
which would result in significant dilution in the equity of such shareholders.

      As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of


                                       9
<PAGE>

certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.

      With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

      The company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreement cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with Company's attorneys and accountants, will set forth remedies on
default and will include other miscellaneous terms.

      The Company will not acquire or merge with any entity which cannot provide
independent audited financial statements within a reasonable period of time
after closing of the proposed transaction. The Company is subject to all of the
reporting requirements included in the 1934 Act. Included in these requirements
is the affirmative duty of the Company to file independent audited financial
statements as part of its Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by the
candidate to be acquired in the closing documents, the closing documents will
provide that the proposed transaction will be void, at the discretion of the
present management of the Company. If such transaction is voided, the agreement
will also contain a provision providing for the acquisition entity to reimburse
the Company for all costs associated with the proposed transaction.

Competition

      The Company will remain as an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial firms which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.


                                       10
<PAGE>

Investment Company Act of 1940

      Although the Company will be subject to regulation under the Securities
Act of 1933, as amended, and the 1934 Act, management believes the Company will
not be subject to regulation under the Investment Company Act of 1940 insofar as
the Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences. The Company's Board
of Directors unanimously approved a resolution stating that it is the Company's
desire to be exempt from the Investment Company Act of 1940 under Regulation
3a-2 thereto.

Item 3. Description of Property

      The Company has no properties and at this time has no agreements to
acquire any properties.

            The Company presently occupies office space at 257-10 Union Turnpike
      Floral Park NY 11004. This space is provided to the Company on a rent
      basis, and it is anticipated that this arrangement will remain until such
      time as the Company successfully consummates a merger or acquisition.
      Management believes that this arrangement will meet the Company's needs
      for the foreseeable future.

Item 4. Security Ownership of Certain Beneficial Owners and Management

            (a)   Security Ownership of Certain Beneficial Owners.

            The following table sets forth for any person (including any
            "group") who is known to be the beneficial owners of more than five
            (5%) percent of any class of the Company's voting securities as of
            September 30, 2000:

                       Name and             Amount and
                      Address of            Nature of        Percentage
                      Beneficial            Beneficial          of
Title of Class          Owner                 Owner            class
--------------------------------------------------------------------------------
Common               Arnaz Singh              18,000,000         18%
                     428 Belmont Ave
                     Babylon NY 11704

Common               Azmat Hossain            17,000,000         17%
                     47-59 98 Place
                     Corona NY 11368

Common               Dildar Singh             16,000,000         16%
                     14357 Rosecrans Ave
                     La Mirada CA 90638


                                       11
<PAGE>

Common               All Officers and         51,000,000         51%
                     Directors as a group

(three [3] individuals)

            (b)   Security Ownership of Management

            The following table sets forth the ownership for each class of
            equity securities of the Company owned beneficially and of record by
            all directors and officers of the Company:

                          Name and             Amount and
                         Address of            Nature of      Percentage
                         Beneficial            Beneficial         of
Title of Class             Owner                 Owner          class
--------------------------------------------------------------------------------

Common               Arnaz Singh              18,000,000         18%
                     428 Belmont Ave
                     Babylon NY 11704

Common               Azmat Hossain            17,000,000         17%
                     47-59 98 Place
                     Corona NY 11368

Common               Dildar Singh             16,000,000         16%
                     14357 Rosecrans Ave
                     La Mirada CA 90638

Common               All Officers and         51,000,000         51%
                     Directors as a group

(three [3] individuals)

            (c)   There are no arrangements known to the Company or to the
                  beneficial owners or management which may result in a change
                  in control of the Issuer.

Item 5. Directors, Executives Officers, Promoters and Control Persons

The directors and officers of the Company at September 30, 2000 were as follows:

           Name                          Age            Position
           ----                          ---            --------
           Arnaz Singh                    45            President/Director

           Azmat Hossain                  24            Secretary/Treasurer/
                                                        Director

           Dildar Singh                   42            Director

      The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation,


                                       12
<PAGE>

retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. Vacancies in the existing Board of Directors are
filled by majority vote of the remaining Directors. Officers of the Company
serve at the will of the Board of Directors. There are no agreements or
understandings for any officer or director to resign at the request of another
person and no officer or director is acting on behalf of or will act at the
direction of any other person.

Resumes

      Arnaz Singh

      Arnaz Singh is a major shareholder of the Company and has been the
President and a director of the Company since inception. From 1994 to 1999 she
had been the Vice-President of Design for Commercial Kitchen Design Inc., a
supplier of restaurant equipment and a designer of commercial kitchens. She was
responsible for the design, project development, scheduling and implementation
of food equipment in commercial restaurants.

      Azmat Hossain

      Azmat Hossain is a major shareholder of the Company and has been
Secretary/Treasurer and a director of the Company since inception. From 1995 to
1999, he had been the service manager for the Bagel Cafe & Catering Co., a
restaurant chain and a food catering company.

      Dildar Singh

      Dildar Singh is a major shareholder of the Company and has been a director
of the Company since inception. From 1991 to 1998, he was a Vice President of
Web Tourism & Travel Inc., a travel agency operating out of New York and
California. He was in charge of the day to day operations of the California
office.

Conflicts of Interest

      The officers and directors of the Company may in the future become
shareholders, officers or directors of other companies which may be engaged in
business activities similar to those conducted by the Company. Accordingly,
additional direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of the Company or other entities. Moreover,
additional conflict of interest may arise with respect to opportunities which
come to the attention of such individuals in the performance of their duties or
otherwise. The Company does not currently have a right of first refusal
pertaining to opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.

      The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. If the Company or
the companies in which the officers or directors are affiliated with both desire
to take advantage of an opportunity, then said


                                       13
<PAGE>

officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflicts of interest policy with respect
to such transactions.

Item 6. Executive compensation

      None of the Company's officers and/or directors receive any compensation
for their respective services rendered unto the Company, nor have they received
such compensation in the past. They all have agreed to act without compensation
until authorized by the Board of Directors, which is expected to occur until the
Company has generated revenues from operations after consummation of a merger or
acquisition. As of the date of this registration statement, the Company has no
funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with the Company.

      It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to any members of the Company's
management will not be a consideration in the Company's decision to undertake
any proposed transaction. Each member of management has agreed to disclose to
the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any prospective
merger or acquisition candidate, the proposed transaction will not be approved
by the Company's Board of Directors as a result of the inability of the Board to
affirmatively approve such a transaction.

      It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the

      Company has insufficient cash available. The amount of such finder's fee
cannot be determined as of the date of this registration statement, but is
expected to be comparable to consideration normally paid in like transactions.
No member of management of the Company will receive any finder's fee, either
directly or indirectly, as a result of their respective efforts to implement the
Company's business plan outlined herein.

      No retirement, pension, profit sharing, stock option, insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.


                                       14
<PAGE>

Item 7. Certain Relationships and Related Transactions.

         There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.

Item 8. Description of Securities.

         The Company's authorized capital stock consists of 100,000,000 shares,
par value $.0001 per share, There are 61,000,000 Common shares issued and
outstanding as of September 30, 2000.

         All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one vote per share in all matters to be
voted upon by shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as
fully-paid non assessable shares. Cumulative voting in the election of directors
is not permitted, which means that the holders of a majority of the issued and
outstanding shares of Common Stock represented at any meeting at which a quorum
is present will be able to elect the entire Board of Directors if they so choose
and, in such event, the holders of the remaining shares of Common Stock will not
be able to elect any directors. In the event of the liquidation of the Company,
each shareholder is entitled to receive a proportionate share of the Company's
assets available for distribution to shareholders after the payment of
liabilities and after distribution in full of preferential amounts, if any. All
shares of the Company's Common Stock issued are fully paid and non-assessable.
Holders of the Common Stock are entitled to share pro rata in dividends and
distributions with respect to the Common Stock, as may be declared by the Board
of Directors out of funds legally available therefor. The Company's transfer
agent is Holladay Stock Transfer Inc.

                                     Part II

      Item 1. Market Price for Common Equity and Related Matters

      There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue. The Company intends to request a Broker-Dealer to make application to
the NASD Regulation, Inc. to have the Company's securities traded on the OTC
Bulletin Board System or published, in print and electronic media, or either, in
the National Quotation Bureau LLC "Pink Sheets".

      (a) Market Price

      The Company's Common Stock is not quoted at the present time.

      The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny Stock", for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share, or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain


                                       15
<PAGE>

financial information and investment experience and objectives from the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by the Commission
relating to the penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed written agreement from the investor
prior to the transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offering and secondary trading, and
about commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.

      For the initial listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

      For continued listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $2 million or market capitalization of $35 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.

      Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Company's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities. The Company intends to request a
broker-dealer to make application to the NASD Regulation, Inc. to have the
Company's securities traded on the OTC Bulletin Board Systems or published, in
print and electronic media, or either, in the National Quotation Bureau LLC
"Pink Sheets," or either.

      (b) Holders.

      There are thirty (31) holders of the Company's Common Stock. No shares
were issued during the fiscal year ended September 30, 2000.


                                       16
<PAGE>

      (c) Dividends.

      The Company has not paid any dividends to date, and has no plans to do so
in the immediate future.

Item 2. Legal Proceedings.

      There is no litigation pending or threatened by or against the Company.

Item 3. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure.

      The Company has not changed accountants since its formation and there are
no disagreements with the findings of said accountants.

Item 4. Recent Sales of Unregistered Securities.

Item 5. Indemnification of Directors and Officers.

      The Company, to the fullest extent permitted by Sections 722, 723 and 724
of the Business Corporation Law of the State of New York, as the same may be
amended or supplemented, may indemnify any person for expenses incurred,
including attorneys fees, in connection with their good faith acts if they
reasonably believe such acts are in and not opposed to the best interests of the
Company and for acts for which the person had no reason to believe his or her
conduct was unlawful. The Company may indemnify the officers and directors for
expenses incurred in defending a civil or criminal action, suit or proceeding as
they are incurred in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount of such expenses if it is ultimately determined by a
court of competent jurisdiction in which the action or suit is brought
determined that such person is fairly and reasonably entitled to indemnification
for such expenses which the court deems proper.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.

                                    PART F/S

Financial Statements

      The following financial statements are attached to this report and filed
as a part thereof.

1)       Table of Contents
2)       Independent Auditors' Report
3)       Balance Sheet
4)       Statement of Operations
5)       Statement of Changes in Stockholders' Equity
6)       Statement of Cash Flows
7)       Notes to the Financial Statements


                                       17
<PAGE>

FIRST INDIA DIVERSIFIED HOLDINGS, INC.

TABLE OF CONTENTS

 REPORT OF INDEPENDENT ACCOUNTANT                                            F-2

FINANCIAL STATEMENTS

         Balance Sheets as of September 30, 2000
            and 1999
         Statement of Operations for the year ended September 30, 2000 and for
               the period July 2, 1999 (inception) to September 30, 1999
               and September 30, 2000
         Statement of Stockholders' Equity for the year
               ended September 30, 2000 and for the period
               July 2, 1999 (inception) to September 30, 1999
         Statement of Cash Flows for the year ended
               September 30, 2000 and for the period
               July 2, 1999 (inception) to September 30, 1999
               And September 30, 2000
         Notes to Financial Statements                                       F-4


                                       F-1
<PAGE>

     Aaron Stein
CERTIFIED PUBLIC ACCOUNT

                                                                  981 ALLEN LANE
                                                                    P.O. BOX 406

                                                              WOODMERE, NY 11598
                                                                    516-569-0520

To the Board of Directors and Stockholders'
     First India Diversified Holdings, Inc.

I have audited the accompanying balance sheets of First India Diversified
Holdings, Inc. (a development stage enterprise) as of September 30, 2000 and
1999, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the year ended September 30, 2000 and for the periods from
July 2, 1999 (inception) to September 30, 1999 and from July 2, 1999 (inception)
to September 30, 2000. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. 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.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of First India Diversified Holdings,
Inc. (a development stage enterprise) as of September 30, 2000 and 1999, and the
results of its operations and its cash flows for the year ended September 30,
2000 and for the periods from July 2, 1999 (inception) to September 30, 1999 and
from July 2, 1999 (inception) to September 30, 2000 in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Aaron Stein
Woodmere, New York
May 28, 2000


                                      F-2
<PAGE>

                      FIRST INDIA DIVERSIFIED HOLDING, INC.
                          (A Development Stage Company)

                                     AUDITED
                              FINANCIAL STATEMENTS

                        Year ended September 30, 2000 and
                   For The Periods July 2, 1999 (Inception) to
                           September 30, 1999 and 2000


                                      F-3
<PAGE>

FIRST INDIA DIVERSIFIED HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000

Note 1: Organization, Business and Significant Accounting Policies

Organization

      First India Diversified Holdings, Inc. (the "Company") was incorporated on
July 2, 1999 under the laws of the State of New York to engage in any lawful
corporate activity, including, but not limited to, selected mergers and
acquisitions. The Company has sold 10,000,000 shares of Common Stock in a
"private placement" pursuant to Rule 504 of the Securities Act of 1933. The
Company is authorized to issue 61,000,000 shares of Common Stock with a par
value of $0.0001 per share.

Business

      First India Diversified Holdings, Inc. has been in the developmental stage
since inception and has no operations to date.

Significant accounting policies

      Use of Estimates in Financial Statements - Management uses estimates and
assumptions in preparing these financial statements in accordance with generally
accepted accounting principles. Those estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenue and expenses. Actual results could
vary from the estimates that were used.

Cash and Cash Equivalents - For purposes of reporting cash flows, the Company
considers all cash accounts, which are not subject to withdrawal restrictions or
penalties, as cash and equivalents in the accompanying balance sheet.

Income Taxes - The provision for income taxes are computed based on the pretax
loss included in the Statement of Operations. The asset and liability approach
is used to recognize deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the
tax bases of assets and liabilities.

Earnings per Common Share - Basic loss per common share is computed using the
weighted average number of common shares outstanding during the year.


                                      F-4
<PAGE>

FIRST INDIA DIVERSIFIED HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000

Note 2: Going Concern Consideration

      The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has no operating history
nor any revenues or earnings from operations. The Company will, in all
likelihood, sustain operating expenses without corresponding revenues, until the
consummation of a business combination. The Company's lack of financial
resources and liquidity at September 30, 2000 raises substantial doubt 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. The
Company has been dependent upon raising equity funding to remain in existence
and will continue to be dependent upon such funding until a business combination
has been consummated.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS:

      The following discussion of the results of operations and financial
condition should be read in conjunction with the audited financial statements
and related notes appearing under the caption "Financial Statements".

      The Company did not have any revenues during the period from inception
(July 2, 1999) to September 30, 2000. The Company incurred aggregate expenses of
$105,100 from inception to September 30, 2000. These expenses relate to
evaluation of proposed transactions. The Company had minor amounts of dividend
income which slightly reduced its loss from the amount of expenses incurred.

Liquidity and Capital Resources

      The Company had total assets of $105,100 on September 30, 2000. The
Company believes is has sufficient resources to meet its needs while evaluating
business opportunities. The Company will need to raise additional substantial
capital in order to effectuate any of the transactions it is evaluating. There
is no assurance that these efforts to raise additional capital will be
successful nor any assurance that the Company's actual capital needs will not be
greater than anticipated, or that the Company will generate revenues to fund its
operations in the absence of other sources.

      The statements in this annual report on Form 10-KSB that are not
historical constitute "forward-looking statements". Said forward-looking
statements involve risks and uncertainties which may cause the actual results,
performance or achievements of the Company and its subsidiaries to be materially
different from any future results, performance or achievements, expressed or
implied by such forward-looking statements. These forward-looking statements are
identified by their use of such terms and phrases as "expects", "intends",
"goals", "estimates", "projects", "plans", "anticipates", "should", "future",
"believes", and "scheduled".


                                      F-5
<PAGE>

      The variables which may cause differences include, but are not limited to,
the following: general economic and business conditions; competition; success of
operating initiatives; operating costs; advertising and promotional efforts; the
existence or absence of adverse publicity; changes in business strategy or
development plans; the ability to retain management; availability, terms, and
deployment of capital; business abilities and judgment of personnel;
availability of qualified personnel; labor and employment benefit costs;
availability and costs of raw materials and supplies; and changes in, or failure
to comply with various government regulations. Although the Company believes
that the assumptions could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements included in this filing will prove
to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any person that the
objectives and expectations of the Company will be achieved.


                                      F-6
<PAGE>

                              CONSENT OF ACCOUNTANT

      The undersigned consents to the inclusion of his audit report dated May
28, 2000 on the financial statements of First India Diversified Holdings, Inc.
as of September 30, 2000 and September 30, 1999 and for the years then ended in
the Registrant's Annual Report on Form 10-K for the year ended September 30,
2000.

                                                     ---------------------------
                                                     Aaron Stein
                                                     Certified Public Accountant

Woodmere, New York
August , 2001


                                      F-7
<PAGE>

                                    Part III

Item 1. Exhibit Index

No.
------------------------------------------------------------------------

(23)     Consents - Experts

         23.1     Consent of Aaron Stein

(27)     Financial Data Schedule

         27.1     Financial Data Schedule

                                   Signatures

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date: August , 2001

                                                    By:

                                                       -------------------------
                                                       David Griffith
                                                       President and Director

                                                       -------------------------
                                                       Gary Stein
                                                       Chief Financial Officer
                                                       and Director