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

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

                         AMENDMENT NO. 3 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


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                                     PART II

Item  3.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

      As  discussed  in Amendment  No. 1 to the  registrant's  Form 8-K filed on
January 10, 2002,  on May 1, 2000 Aaron Stein of Woodmere,  New York was engaged
as the registrant's principal independent accountant. Mr. Stein replaced Gregory
Lazicky,  who audited the  registrant's  financial  statements for 1999, who was
discharged.  Aaron Stein  audited  First India  Diversified  Holdings  Financial
Statements  for the fiscal year ended  September  30, 2000 and reviewed  interim
quarterly  statements  filed  since that  date.  Mr.  Lazicky  did not resign or
decline to stand for re-election as First India Diversified  Holdings  principal
accountant. The financial statements for the period ended September 30, 1999 did
not contain any adverse  opinion or  disclaimer of opinion and were not modified
as to  uncertainty,  audit  scope,  or  accounting  principles.  The  change  of
accountants was effected by a duly adopted resolution of the Board of Directors.


<PAGE>

                                   Signatures

      Pursuant to the requirements of Section 12 of the Securities  Exchange Act
of 1934,  the Registrant has duly caused this Amendment No. 3 to Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date:  January 14, 2002

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

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