UNITED STATES
                       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




                                December 23, 2003
                               Date of the Report


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



           Nevada                Commission File Number         75-2843787
 (State of incorporation)             000-30779            (IRS Employer Number)



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


                        Telephone Number: (203) 563-9430



Item 5.  Other Events and Regulation FD Disclosure.

The Company has not filed its Annual Report for the period ended August 31, 2003
with the  Securities  and Exchange  Commission  due to delays in  completing  an
audit.  The annual report was  originally  due to be filed by December 15, 2003,
pursuant to the prior filing of Form 12b-25, Notice of Extension.

The audit delay relates to information  previously filed in January and February
2003 in Forms 8-K and 10-QSB,  and specifically  relates to assets acquired from
an "affiliated entity", Shimoda Resources Limited, Cyprus. Information regarding
those assets was found to be incomplete.  Subsequent  verification  of facts has
been  undertaken and  clarifications  requested from KPMG,  Cyprus,  auditors to
Shimoda Resources Limited.  KPMG, Cyprus has experienced delays in compiling the
necessary  information.  As a result, it has not been able to provide sufficient
and timely clarifications to Stonefield Josephson, auditors to Shimoda Resources
Holdings, Inc., regarding the acquired assets.


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This  Form 8-K  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.



/s/ Peter Lazaro
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Dated:  December 23, 2003
Peter Lazaro, CFO
Shimoda Resources Holdings, Inc.