SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K




                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                        Commission File Number 000-30779


                                October 31, 2001
                           Earliest Date of the Report


                        Shimoda Resources Holdings, Inc.
             (Exact name of registrant as specified by its charter)



         Nevada                                                  75-2843787
(State of incorporation)                                   (IRS Employer Number)


                   15 River Road, Suite 230, Wilton, CT 06897
                    (Address of principal executive offices)


                  Registrant's Telephone Number: (203) 563-9430



Item 4.  Changes in Registrant's Certifying Accountant

Effective  October 31,  2001,  the  Company  has  dismissed  its  Auditor,  S.W.
Hattfield,  CPA and has appointed Stonefield Josephson,  Inc. as its new Auditor
pursuant  to a vote and  resolution  by the Board of  Directors  and  subsequent
ratification by a majority of the Company's shareholders.

It is noted that the  Company  has  changed  Auditors  in the  normal  course of
business and has engaged a larger firm with  greater  resources  and  experience
than its previous Auditor.

During the two  preceding  years,  the Auditors  Report was not  qualified as to
scope of auditing procedures or application of accounting  principles.  However,
the reports did contain an  explanatory  paragraph as to the going concern basis
of accounting. Prior to this change in Auditors there were no disagreements with
S.W. Hattfield, CPA, regarding any matter of accounting principles or practices,
financial statement disclosure or auditing scope of procedure.

The former Auditor has been provided a copy of the disclosures made in this 8-K,
the response for which will be included in an amended 8-K.
________________________________________________________________________________

This 8k report  contains  certain  forward-looking  statements  and  information
relating  to the  Company  that  is  based  on the  beliefs  of the  Company  or
management as well as assumptions made by and information currently available to
the Company or management.  When used in this document,  the words "anticipate",
"believe",  "estimate",  "expect" and "intend" and similar expressions,  as they
relate  to  the   Company  or  its   management,   are   intended   to  identify
forward-looking  statements.  Such  statements  reflect the current  view of the
Company regarding future events and are subject to certain risks,  uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove incorrect,  actual results may vary materially from those described herein
as anticipated,  believed,  estimated,  expected or intended.  In each instance,
forward-looking  information  should be considered in light of the  accompanying
meaningful cautionary statements herein.

SIGNATURES
Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



Dated:  October 31, 2001
David Mapley, President
Shimoda Resources Holdings, Inc.