SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
SECOND AMENDMENT
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
Items 4 & 7. 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.
Each of S.W. Hatfield's audit reports for the previous two years did not contain
an adverse opinion. However each opinion was qualified due to uncertainty and
contained the following language:
"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
In connection with their audits for the two most recent fiscal years and any
subsequent interim period preceding the dismissal on October 31, 2001, there
were no disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreements in connection with its report on the financial statements for
those years."
The former Auditor has been provided a copy of the disclosures made in this 8-K,
the response for which is included in this 8-K/A.
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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.