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

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


                         AMENDMENT NO. 2 TO 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.)

          6 East 45th Street
          New York, New York                                10017
 ----------------------------------------                 ----------
 (Address of principal executive offices)                 (Zip code)

Issuer's telephone number: (212) 867-6160

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)

Number of shares of Common Stock of the registrant outstanding on September 30,
2001:

                                   61,000,000


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I

Item 1.           Description of Business                                     3

Item 2.           Plan of Operation                                           6

Item 3.           Description of Property                                     7

Item 4.           Security Ownership of Certain
                  Beneficial Owners and Management                            8

Item 5.           Directors, Executive Officers, Promoters
                  And Control Persons                                         8

Item 6.           Executive Compensation                                     10

Item 7.           Certain Relationships and
                  Related Transactions                                       10

Item 8.           Description of Securities                                  11

PART II

Item 1.           Market for Common Equities and Related Stockholder
                  Matters                                                    11

Item 2.           Legal Proceedings                                          13

Item 3.           Changes in and Disagreements with Accountants              13

Item 4.           Recent Sales of Unregistered Securities                    13

Item 5.           Indemnification of Directors and Officers                  13

PART F/S

                  Financial Statements                                    14-22

PART III

Item 1.           Index to Exhibits                                          23

                  Signatures                                                 23


                                                                               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." 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 report 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 provided
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. The Company has entered into an agreement to purchase certain
assets of Maggio Beef Corporation. There is no assurance that such purchase will
be consummated. While management intends to seek business combination(s) with
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


                                                                               3
<PAGE>

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. No assurance that acquisition or merger will be consummated. The
Company has entered into an agreement to purchase certain assets of Maggio Beef
Corporation. There are various conditions to the closing of that transaction.
There is no assurance that such conditions will be satisfied and the purchase
consummated.

      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. Notwithstanding 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.

      7. Reporting Requirements May Delay or Preclude Acquisitions. Sections 13
and 15(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


                                                                               4
<PAGE>

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
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.


                                                                               5
<PAGE>

      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 has agreed to purchase certain assets of Maggio Beef
Corporation. A copy of that agreement is being filed herewith as Exhibit 10.1.
Reference is made to that agreement for a statement of the terms thereof. There
is no assurance that such purchase will be consummated.

      The Company has two full time employees. The Company's President and Chief
Financial Officer 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 present purpose is to consummate the purchase of a division
of Maggio Beef Corporation pursuant to the Agreement filed as Exhibit 10.1
hereto. There is no assurance that the Company will be successful in such
consummation.


                                                                               6
<PAGE>

      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.

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, as
amended, 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 real properties and at this time has no agreements to
acquire any real properties.

      The Company presently occupies office space at 6 East 45th Street, New
York, NY 10017. This space is provided to the Company on a rent-free 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.


                                                                               7
<PAGE>

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, 2001:

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

Common      Highland Acquisition Corporation    51,000,000           83.6%

            (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:

The officers and directors of the Company do not own any shares of its Common
Stock.

            (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, 2001 were as follows:

      Name                     Age            Position
      ----                     ---            --------
      David Griffith           43             President/Director

      Gary E. Stein            52             Secretary/Treasurer/Director

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


                                                                               8
<PAGE>

Resumes

David Griffith

      David Griffith holds a BFA from York University and a diploma in
scenographic design for TV and film from CBC's Institute of Scenography. Working
as a freelance film and theater producer and designer since 1981, Mr. Griffith
has produced 11 shows for Ariel Theatre Group, and has designed sets and
lighting for over seventy theatre productions and more than twenty television
and film productions. From 1990 through 1992 he worked in Mexico designing 21
ballets for Taller Coreografico and 6 major television projects for the
Imevision Television Network. As a producer of theatre, he assessed the
commercial viability of creative concepts, developed those concepts into
productions, and organized all the resources necessary to mount a show. All of
Mr. Griffith's shows finished in the black - a significant feat in the world of
small theatre. Since childhood Mr. Griffith has had a penchant for electronics
and has had extensive use of and experience with electronics, optics and
computers.

Gary E. Stein

      Gary E. Stein is a graduate of Capitol University, Columbus Ohio and was
called to the Bar in 1975. He has had as a corporate officer extensive
experience in both private and public companies, acting in senior positions in
legal, financial and operational areas. He brings extensive experience in
mergers, acquisitions and public financings.

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 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.


                                                                               9
<PAGE>

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 report, 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.

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.


                                                                              10
<PAGE>

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, 2001.

      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
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


                                                                              11
<PAGE>

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, 2001.

      (c)   Dividends.

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


                                                                              12
<PAGE>

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 during the fiscal year ended
September 30, 2001 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


                                                                              13
<PAGE>

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

                                     AUDITED
                              FINANCIAL STATEMENTS

                        Year ended September 30, 2001 and
                   For The Periods July 2, 1999 (Inception) to
                           September 30, 2000 and 2001


<PAGE>

FIRST INDIA DIVERSIFIED HOLDINGS, INC.

TABLE OF CONTENTS

                                                                            Page

REPORT OF INDEPENDENT ACCOUNTANT                                              1

FINANCIAL STATEMENTS

      Balance Sheets as of September 30, 2001 and 2000                        2
      Statement of Operations for the year ended
         September 30, 2001 and for the period
         July 2, 1999 (inception) to September 30, 2000
         and September 30, 2001                                               3
      Statement of Stockholders' Equity for the year
         ended September 30, 2001 and for the period
         July 2, 1999 (inception) to September 30, 2000                       4
      Statement of Cash Flows for the year ended
         September 30, 2001 and for the period
         July 2, 1999 (inception) to September 30, 2000
         and September 30, 2001                                               5
      Notes to Financial Statements                                          6-7


<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, 2001 and
2000, and the related statements of operations,  stockholders'  equity (deficit)
and cash flows for the year ended  September  30, 2001 and for the periods  from
July 2, 1999 (inception) to September 30, 2000 and from July 2, 1999 (inception)
to September 30, 2001. 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, 2001 and 2000, and the
results of its  operations  and its cash flows for the year ended  September 30,
2001 and for the periods from July 2, 1999 (inception) to September 30, 2000 and
from July 2, 1999 (inception) to September 30, 2001 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
December 26, 2001


                                        1
<PAGE>

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

                                                            September 30,
                                                       ------------------------
                                                          2001          2000
                                                       ---------      ---------
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)
                                                       ---------      ---------

                                                       $      --      $      --
                                                       =========      =========

           See accompanying accountants' notes to financial statements


                                       2
<PAGE>

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

                                     Year Ended     July 2, 1999 (Inception) to
                                    September 30,          September 30,
                                    ------------   -----------------------------
                                        2001           2000             2001
                                    ------------   ------------     ------------
REVENUES                             $       --    $         --     $         --

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

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

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

LOSS PER SHARE
  BASIC                              nil                    nil              nil

AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING          61,000,000      61,000,000       61,000,000

           See accompanying accountants' notes to financial statements


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                       Common Stock          Additional
                                  ----------------------      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       (105,100)             --

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

Balance-September 30, 2000        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

                                          Year Ended   July 2, 1999 (Inception)
                                         September 30,     to September 30,
                                         ------------  -----------------------
                                             2001         2000           2001
                                         ------------  ----------       ------
CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                      --        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                      $  --      $      --       $  --
                                             =====      =========       =====

           See accompanying accountants' notes to financial statements


                                       5
<PAGE>

                     FIRST INDIA DIVERSIFIED HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001

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

          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 loss per common  share is computed
          using the weighted average number of common shares  outstanding during
          the year.


                                       6
<PAGE>

                     FIRST INDIA DIVERSIFIED HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001

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, 2001 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>

                              CONSENT OF ACCOUNTANT

     The  undersigned  consents  to the  inclusion  of his  audit  report  dated
December  26,  2001 on the  financial  statements  of  First  India  Diversified
Holdings, Inc. as of September 30, 2001 and September 30, 2000 and for the years
then  ended in the  Registrant's  Annual  Report on Form 10-K for the year ended
September 30, 2001.

                                                     /s/ Aaron Stein
                                                     --------------------------
                                                     Aaron Stein
                                                     Certified Public Accountant

Woodmere, New York
December 27, 2001


<PAGE>

                                   Signatures

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934,  the  Registrant  has duly caused this Amendment No. 1 to Form 10-K for
the year ended September 30, 2001 to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: January 2, 2002

                                                  By:

                                                       /s/ David Griffith
                                                       -----------------------
                                                       David Griffith
                                                       President and Director

                                                        /s/ Gary E. Stein
                                                       -----------------------
                                                       Gary E. Stein
                                                       Chief Financial Officer
                                                        and Director