<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSSION
                             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 ending September 30, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934: For the transition period from _________ to _________

                        Commission file number: 000-27949

                     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 Identification No.)
   incorporation or  organization)

400 Grove Street, Glen Rock, New Jersey                         07452
---------------------------------------                         -----
(Address of Principal executive offices)                      (Zip Code)

                                 (201) 445-7399
                                 --------------
                            Issuer's telephone number

        Securities registered under Section 12(b) of the "Exchange Act"

                         Common Share Par Value, $.0001
                         ------------------------------
                              (Title of each Class)

Securities registered under Section 12(g) of the Exchange Act:  None
                                                                ----

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 a shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

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

The issuer's revenues for its most recent fiscal year:  $0.00
                                                        -----

The aggregate market value of the voting and non-voting common equity held by
non-affiliates based on the average bid and asked price of such common equity,
as of September 30, 2002 was approximately $0.00

The number of shares of Common Stock outstanding, as of February 19, 2003 was
61,000,000

Transitional Small Business Disclosure Format (check one): Yes ____; No  X
                                                                       ----


<PAGE>

                     FIRST INDIA DIVERSIFIED HOLDINGS, INC.
                          ANNUAL REPORT ON FORM 10-KSB

                    FOR FISCAL YEAR ENDED SEPTEMBER 30, 2002

                                      INDEX
                                                                       Page No:

PART I................................................................

ITEM 1.    DESCRIPTION OF BUSINESS....................................
ITEM 2.    DESCRIPTION OF PROPERTY....................................
ITEM 3.    LEGAL PROCEEDINGS..........................................
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
           HOLDEDRS...................................................


PART II...............................................................

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS........................................
ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
           OPERATION..................................................
ITEM 7.    FINANCIAL STATEMENTS.......................................
ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           ON ACCOUNTING AND FINANCIAL DISCLOSURE.....................


PART III..............................................................

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
           CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF
           THE EXCHANGE ACT...........................................
ITEM 10    EXECUTIVE COMPENSATION.....................................
ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWERNS
           AND MANGAEMENT.............................................
ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...
ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K...........................


                                       2
<PAGE>




                     First India Diversified Holdings, Inc.

                                     Part I

Item 1.   Description of Business

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 100,000,000 shares of Common Stock with a par
value of $0.0001 per share.

Business

The Company has not been successful in implementing its business plan to take
advantage of opportunities in supplying both retail and wholesale imported food
products to the food service industry as well as to New York's growing
multi-ethnic population. The Company will seek effectuate an acquisition or
merge into another business entity.

Management, Employees and Consultants:
--------------------------------------
         The Company has no employees.




Item 2.  Description of Property

         The Company has relocated its Office to the office of Roger Fidler,
Esq., the Secretary of the Registrant, located at 400 Grove Street, Glen Rock,
New Jersey 07452. The phone number is (201) 445-7399. The space occupied is
sufficient for the current needs of the Registrant. The Registrant is not
charged rent currently.


                                       3
<PAGE>

Item 3.  Legal Proceedings

There is no past, pending or, to our knowledge, threatened litigation or
administrative action which has or is expected by our management to have a
material effect upon our business, financial condition or operations, including
any litigation or action involving our officer, director or other key personnel.
There have been no changes in the company's accountants, or disagreements with
its accountants..

Indemnification of Officers and Directors
-----------------------------------------
         At present we have not entered into individual indemnity agreements
with our Officer or Director. However, our By-Laws and Certificate of
Incorporation provide a blanket indemnification that we shall indemnify, to the
fullest extent under Delaware law, our director and officer against certain
liabilities incurred with respect to their service in such capabilities. In
addition, the Certificate of Incorporation provides that the personal liability
of our director and officer and our stockholders for monetary damages will be
limited.

Item 4.    Submission of Matters to a Vote of Security Holders
           On November 22, 2002, the majority of shares entitled to vote of the
Company voted to appoint new Directors and Officers of the Company, as set forth
on the 8-K filed by the Company.



                                     Part II

Item 5.    Market for Common Equity and Related Stockholder Matters

General:
--------
         We are authorized to issue 100,000,000 shares of Common Stock, at a par
value $.0001 per share. As of February 14, 2003, the latest practicable date,
there are 61,000,000 shares of common stock outstanding. The number of record
holders of Common Stock as of that date is approximately 30.

                                       4
<PAGE>

Common Stock:
-------------
         The holders of Common Stock are entitled to one vote for each share
held of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voting for the election of
directors can elect all of the directors then up for election. The holders of
Common Stock are entitled to receive ratably such dividends when, as and if
declared by the Board of Directors out of funds legally available therefore. In
the event we have a liquidation, dissolution or winding up, the holders of
Common Stock are entitled to share ratably in all assets remaining which are
available for distribution to them after payment of liabilities and after
provision has been made for each class of stock, if any, having preference over
the Common Stock. Holders of shares of Common Stock, as such, have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions applicable to the Common Stock

Price Ranges of  Common Stock:
------------------------------
Market Information

         The Company's Common Stock is currently not traded.

Liquidation:
------------
         In the event of a liquidation of the Company, all stockholders are
entitled to a pro rata distribution after payment of any claims. Warrant holders
will not be entitled to liquidation rights, and will not be treated as
stockholders prior to the exercise of the warrants.

Dividend Policy:
----------------
         The Company has never declared or paid cash dividends on its common
stock and anticipates that all future earnings will be retained for development
of its business. The payment of any future dividends will be at the discretion
of the Board of Directors and will depend upon, among other things, future
earnings, capital requirements, the financial condition of the Company and
general business conditions.

                                       5
<PAGE>

Stock Transfer Agent:
---------------------

         Our transfer agent and registrar of the Common Stock is Holladay Stock
Transfer Inc., 2939 North 67th Place, Scottsdale, AZ

Recent Sales of Unregistered Securities
---------------------------------------
         The information concerning the recent sales of unregistered securities
required by Item 5 is incorporated by reference to the information set forth in
Item 12 "Certain Relationships and Related Transactions" set forth hereafter

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         This Annual Report on form 10-KSB contains certain forward-looking
statements within the meaning of the federal securities laws. Actual results and
the timing of certain events could differ materially from those projected in the
forward-looking statements due to a number of factors contained elsewhere
herein. This commentary should read in conjunction with our financial statements
that appear in this report.


Results of Operations:
----------------------
The Company has historically never had any operations, nor does it currently
have any operations.

Liquidity and Financial Resources
---------------------------------
         As shown in the financial statements, the Company incurred a net loss
of $105,100 during the year ended September 30, 2002, and has incurred
substantial net losses for each of the past two years. At September 30, 2002,
current liabilities exceed current assets by $105,100. These factors raise
substantial doubt about the Company's ability to continue as a going concern. It
is the intention of the Company's management to improve profitability by
significantly reducing operating expenses and to raise additional investment
capital to provide for continued operating funds. The ultimate success of these
measures is not reasonably determinable at this time.


                                       6
<PAGE>

Inflation
---------
         The amounts presented in the financial statements do not provide for
the effect of inflation on the Company's operations or its financial position.
Amounts shown for machinery, equipment and leasehold improvements and for costs
and expenses reflect historical cost and do not necessarily represent
replacement cost. The net operating losses shown would be greater than reported
if the effects of inflation were reflected either by charging operations with
amounts that represent replacement costs or by using other inflation
adjustments.

Forward-looking Information
---------------------------
         Certain statements in this document are forward-looking in nature and
relate to trends and events that may affect the Company's future financial
position and operating results. The words "expect" "anticipate" and similar
words or expressions are to identify forward-looking statements. These
statements speak only as of the date of the document; those statements are based
on current expectations, are inherently uncertain and should be viewed with
caution. Actual results may differ materially from the forward-looking
statements as a result of many factors, including changes in economic conditions
and other unanticipated events and conditions. It is not possible to foresee or
to identify all such factors. The Company makes no commitment to update any
forward-looking statement or to disclose any facts, events or circumstances
after the date of this document that may affect the accuracy of any
forward-looking statement.


                                       7
<PAGE>




Item 7.    Financial Statements

                        FIRST INDIA DIVERSIFIED HOLDINGS
                          Index to Financial Statements
                                    CONTENTS

INDEPENDENT AUDITORS' REPORT                                             F-2

Consolidated Balance Sheet as of September 30, 2002

Consolidated Statement of Operations and Comprehensive Income

     for the periods ended September 30, 2002 and 2001

Consolidated Statements of Shareholders' Equity for the periods

     ended December 2002 and 2001

Consolidated Statements of Cash Flows for the periods ended

     September 30, 2002 and 2001

Consolidated Notes to the Financial Statements                           F-7

                                       8
<PAGE>


Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

None.



                                    Part III

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

Effective as of November 22, 2002, the Stock Purchase Agreement dated as of May
10, 2001, was terminated due to the failure of the purchaser to complete the
terms of the Agreement. Accordingly, the control shares of the Registrant were
returned to Hillyard & Cleef Holdings, Limited. Thereafter, the rights to the
control block of stock was assigned to VirtuCon, Inc., a New York corporation.
Voting the 51,000,000 shares of the Registrant, approximately 84% of the issued
and outstanding shares entitled to vote, the following persons were elected to
the offices indicated.

Name                       Age              Position(s) Held
-------------------------------------------------------------
Simon Thurlow              38          President and Director
Roger Fidler               52          Secretary and Director

SIMON THURLOW, PRESIDENT AND DIRECTOR
Mr. Thurlow has been the President and a Director of the Registrant since
November2002. He has been employed as a part time law clerk for Mr. Fidler since
2001. From 1999 to 2001 Mr. Thurlow was the President of LHW Equities, Inc., a
boutique investment banking concern. From 1998 to 1999, he was a vice president
of ThurCon Capital Corporation, Inc., a boutique investment banking concern.
From 1995 to 1998 he was a registered representative with Bernard Richards
Securities, Inc. specializing in bankrupt and distressed companies.

ROGER FIDLER, SECRETARY AND DIRECTOR
Mr. Fidler has been the Secretary and a Director of the Registrant since
November 2002. He has been an attorney in private practice since 1983 primarily
practicing corporate and securities law. He obtained his bachelor's of science

                                       9
<PAGE>

degree from Dickinson College in Carlisle, Pennsylvania in 1972, a Master's in
Science degree from the University of Illinois at Champaign-Urbana, Illinois, in
1974 and his J.D. from the University of South Carolina, Columbia, South
Carolina, in 1977. He has served on the boards of directors of several public
and numerous private companies, including D-Lanz Development Group, Inc., PPA
Technologies, Inc., Amzac Resources, Inc. and Leonard Swindbourne Acquisition
Co., Ltd.

Item 10. Executive Compensation

         The Company has paid no executive compensation.

         Director Compensation

         Our directors receive no compensation for their services as director,
at this time, other than what has already been paid by the issuance of shares of
common stock.

         Director and Officer Insurance

         The Company has no directors and officers ("D & O") liability
insurance.


Item 11.      Security Ownership of Certain Beneficial Owners and Management
         The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 30, 2002, by (i) each
person (including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act") who is known by the Company
to own beneficially 5% or more of the Common Stock, (ii) each director of the
Company, and (iii) all directors and executive officers as a group. Unless
otherwise indicated, all persons listed below have sole voting power and
investment power with respect to such shares. Total number of shares originally
authorized was 10,000,000 shares of common stock, each of which had a $.0001 per
share par value.

         As of September 30, 2002, a total of 61,000,000 shares of Common Stock,
have been issued and are outstanding.

                                       10
<PAGE>

Shareholder*                                   Number            Percentage
---------------------------------------------------------------------------
VirtuCon, Inc.    (1)                          61,000,000          83.6%
         C/o Michael S. Krome, P.C.
         8 Teak Court, Lake Grove, NY  11755

Directors and Officers as a group: 61,000,000 shares

*        Address of shareholder is c/o the Company, unless otherwise indicated
(1)      For the Purpose of control, Simon Thurlow, President and Director is
         the control person of VirtuCon, Inc. under an five year agreement with
         Roger Fidler


Item 12.   Certain Relationships and Related Transactions

Issuance of Stock:
------------------

None

Item 13.   Exhibits
                                Index to Exhibits
--------------------------------------------------------------------------

    SEC REFERENCE          TITLE OF DOCUMENT
          NUMBER
--------------------------------------------------------------------------
         3.1            Articles of Incorporation                   (1)
--------------------------------------------------------------------------
         3.2            Amendment to Articles of                    (1)
                        Incorporation
--------------------------------------------------------------------------
         3.3            Additional Amendment to                     (1)
                        Articles of Incorporation
--------------------------------------------------------------------------
         3.4            Bylaws                                      (1)
--------------------------------------------------------------------------
         99.1           Certification of President pursuant to
                        18 U.S.C. Section 1350, as adopted
                        Pursuant to section 906 of the
                        Sarbanes-Oxley act of 2002

(1) These documents are hereby incorporated by reference to Form 10SB filed
---------------------------------------------------------------------------
January 27, 2000.
-----------------

Reports on Form 8-K

The Following Reports on Form 8-k were filed during the last quarter covered by
this report:

As of November 22, 2002:   Item 1, Changes in Control of Registrant

                           Item 5, Other Events, change of address


                                       11
<PAGE>


SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, First India Diversified Holdings, Inc. has duly caused
this Report to be signed on behalf of the undersigned thereunto duly authorized
on February 19, 2003.

FIRST INDIA DIVERSIFIED HOLDINGS, INC.

By /s/   Simon Thurlow
   --------------------------------------------
         Simon Thurlow, President and Director

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons in the capacities indicated
and on February 19, 2003

Signature                           Title                      Date
---------                           ------                     ------
/s/      Simon Thurlow              Director         February 19, 2003
----------------------
         Simon Thurlow

/s/      Roger Fidler               Director         February 19, 2003
---------------------
         Roger Fidler

                                       12
<PAGE>




CERTIFICATIONS


I, Simon Thurlow, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of First India
Diversified Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared; b) evaluated the effectiveness of the registrant's
         disclosure controls and procedures as of a date within 90 days prior to
         the filing date of this quarterly report (the "Evaluation Date"); and
         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls

                                     13
<PAGE>

subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

February 19,  2003

/s/  Simon Thurlow
--------------------------------
Simon Thurlow
President


I, Roger Fidler, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of First India
Diversified Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared; b) evaluated the effectiveness of the registrant's
         disclosure controls and procedures as of a date within 90 days prior to
         the filing date of this quarterly report (the "Evaluation Date"); and
         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,

                                       14
<PAGE>

process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

February 19,  2003

/s/  Roger Fildler
--------------------------------
Roger Fidler
Secretary


                                       15
<PAGE>



EXHIBIT 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Simon Thurlow, the Chief Executive Officer and Chief Financial Officer of
First India Diversified Holdings, Inc. (the "Company"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to
the best of my knowledge:

(1) the Annual Report on Form 10-KSB of the Company for the fiscal year ended
September 30, 2002 (the "Report") fully complies with the requirements of
Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated:   February 19, 2003


--------------------------
Simon Thurlow,
President

                                       16
<PAGE>

FIRST INDIA DIVERSIFIED HOLDINGS, INC.



TABLE OF CONTENTS


                                                                          Page


 REPORT OF INDEPENDENT ACCOUNTANT                                           1


FINANCIAL STATEMENTS

         Balance Sheets as of September 30, 2002
              and  2001                                                     2
         Statement of Operations for the year ended
               September 30, 2002 and for the period
              July 2, 1999 (inception) to September 30, 2001
              and September 30, 2002                                        3
         Statement of Stockholders' Equity for the year
               ended September 30, 2002 and for the period
              July 2, 1999 (inception) to September 30, 2001                4
         Statement of Cash Flows for the year ended
               September 30, 2002 and for the period
              July 2, 1999 (inception) to September 30, 2001
              and September 30, 2002                                        5
         Notes to Financial Statements                                     6-7


<PAGE>

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

                                     AUDITED
                              FINANCIAL STATEMENTS


                        Year ended September 30, 2002 and
                   For The Periods July 2, 1999 (Inception) to
                           September 30, 2001 and 2002


<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, 2002 and
2001, and the related statements of operations, stockholders' equity (deficit)
and cash flows for the year ended September 30, 2002 and for the periods from
July 2, 1999 (inception) to September 30, 2001 and from July 2, 1999 (inception)
to September 30, 2002. 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 auditing standards generally accepted in
the United States of America. 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, 2002 and 2001, and the
results of its operations and its cash flows for the year ended September 30,
2002 and for the periods from July 2, 1999 (inception) to September 30, 2001 and
from July 2, 1999 (inception) to September 30, 2002 in conformity with
accounting principles generally accepted in the United States of America.

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
February 10, 2003
                                        1



<PAGE>

FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET


<TABLE>
<CAPTION>
                                                                  September 30,
                                                          ------------------------------
                                                             2002             2001
                                                          ------------    --------------
<S>                                                       <C>             <C>
ASSETS

Current assets
     Cash and cash equivalents                            $         -     $           -
                                                          ------------    --------------


LIABILITIES AND STOCKHOLDRS' EQUITY

Liabilities                                               $         -     $           -
                                                          ------------    --------------


Stockholders' Equity
     Common stock, $0.0001 par value,
         100,000,000 shares authorized,
         61,000,000 shares issued and outstanding               6,100             6,100
     Additional paid-in capital                                99,000            99,000
     Deficit accumulated during the development stage        (105,100)         (105,100)
                                                          ------------    --------------

                                                          $         -     $           -
                                                          ============    ==============
</TABLE>



           See accompanying accountants' notes to financial statements

                                        2
<PAGE>
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                                         Year Ended       July 2, 1999 (Inception) to
                                                                        September 30,     September 30,
                                                                       ----------------  ------------------------------
                                                                            2002             2001            2002
                                                                       ----------------  --------------  --------------

<S>                                                                    <C>               <C>             <C>
REVENUES                                                               $             -    $          -   $           -


EXPENSES                                                                             -         105,100         105,100
                                                                       ----------------  --------------  --------------


INCOME BEFORE PROVISION FOR
     INCOME TAXES                                                                    -        (105,100)       (105,100)


INCOME TAX EXPENSE                                                                   -               -               -
                                                                       ----------------  --------------  --------------


NET INCOME (LOSS)                                                      $             -   $    (105,100)  $    (105,100)
                                                                       ================  ==============  ==============


EARNINGS PER SHARE
     Basic and diluted                                                 $             -   $     (0.0017)  $      (0.0017)
                                                                       ================  ==============  ==============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

Basic and diluted                                                        61,000,000         61,000,000      61,000,000
                                                                       ================  ==============  ==============
</TABLE>

           See accompanying accountants' notes to financial statements

                                        3
<PAGE>
FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS EQUITY

<TABLE>
<CAPTION>
                                                                         Additional
                                        Common Stock                      Paid-In         Accumulated
                                      -------------------------------
                                          Shares           Amount         Capital           Deficit            Total
                                      ---------------   -------------   -------------   ----------------    ------------

<S>                                   <C>               <C>             <C>             <C>                 <C>
Subscription to common stock
     at par value                         51,000,000    $      5,100    $          -    $             -     $     5,100

Subscription to common stock
     at $.01 per share                    10,000,000           1,000          99,000                  -         100,000

Net Income- Year Ended
     September 30, 1999                            -               -               -                  -               -
                                      ---------------   -------------   -------------   ----------------    ------------

Balance-September 30, 1999                61,000,000           6,100          99,000                            105,100

Net Loss-Year Ended
     September 30, 2000                            -               -               -           (105,100)       (105,100)
                                      ---------------   -------------   -------------   ----------------    ------------

Balance-September 30, 2000                61,000,000           6,100          99,000            (105100)              -

Net Loss- Year Ended
     September 30, 2001                            -               -               -                  -               -
                                      ---------------   -------------   -------------   ----------------    ------------

Balance-September 30, 2001                61,000,000           6,100          99,000           (105,100)              -

Net Loss-Year Ended
     September 30, 2002                            -               -               -                  -               -
                                      ---------------   -------------   -------------   ----------------    ------------

Balance-September 30, 2002                61,000,000    $      6,100    $     99,000    $      (105,100)    $         -
                                      ===============   =============   =============   ================    ============
</TABLE>

           See accompanying accountants' notes to financial statements

                                        4
<PAGE>

FIRST INDIA DIVERSIFIED HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                               Year Ended     July 2, 1999 (Inception) to
                                                                              September 30,    September 30,
                                                                              --------------  ------------------------------
                                                                                  2002            2001            2002
                                                                              --------------  --------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                           <C>             <C>             <C>
     Net loss                                                                 $           -   $    (105,100)  $    (105,100)
     Adjustments to reconcile net loss to cash
         used in operating activities:                                                    -               -               -
                                                                              --------------  --------------  --------------

            Net cash used in operating activities                                         -        (105,100)       (105,100)
                                                                              --------------  --------------  --------------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock                                                             -         105,100         105,100
                                                                              --------------  --------------  --------------

            Net increase in cash and cash equivalents                                     -               -               -

CASH AND CASH EQUIVALENTS, Beginning                                                      -               -               -
                                                                              --------------  --------------  --------------

CASH AND CASH EQUIVALENTS, Ending                                             $           -   $           -   $           -
                                                                              ==============  ==============  ==============



Supplemental disclosure of cash flow information
         Interest paid                                                        $           -   $           -   $           -
                                                                              ==============  ==============  ==============

         Income taxes paid                                                    $           -   $           -   $           -
                                                                              ==============  ==============  ==============
</TABLE>

           See accompanying accountants' notes to financial statements

                                        5
<PAGE>
                     FIRST INDIA DIVERSIFIED HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                               ------------------


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 100,000,000
         shares of Common Stock with a par value of $0.0001 per share.

         Business

         The Company has not been successful in implementing its business plan
         to take advantage of opportunities in supplying both retail and
         wholesale imported food products to the food service industry as well
         as to New York's growing multi-ethnic population. The Company will seek
         effectuate an acquisition or merge into another business entity.

         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 earnings per share are computed using
         the weighted average number of shares outstanding during the year.
         Basic net loss per share and diluted net loss per share are the same
         since there are no outstanding options, warrants or convertible
         securities.


                                        6

<PAGE>

                     FIRST INDIA DIVERSIFIED HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                               ------------------


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
         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.


                                        7

<PAGE>