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
Date of Report: March 7, 2002
S.D.E. Holdings 3, Inc.
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(Exact name of registrant as specified in its charter)
NEVADA 000-30145 84-1529308
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation) pre-merger)
3816 W. Linebaugh Avenue, Suite 200, Tampa, FL 33624
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(Address of principal executive offices)(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (813) 960-0557
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
AJ. Robbins, P.C., formerly auditors for the Company, was
dissmissed as auditor on March 4, 2002. Michael Johnson & Co.,
LLC were engaged as auditors for Company on March 4, 2002.
The Change of Accountants was approved by the Board of Directors.
No audit committee exists other than the members of the Board of
Directors.
In connection with audit of the two most recent fiscal years
and through the date of termination of the accountants, no
disagreements exist with any former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which disagreements
if not resolved to the satisfaction of the former accountant
would have caused them to make reference in connection with his
report to the subject of the disagreement(s).
The audit report by AJ. Robbins, P.C.for the period inception to
February 29, 2000, contained an opinion which included a
paragraph discussing uncertainties related to continuation
of the Registrant as a going concern. Otherwise, the audit
report by AJ. Robbins, P.C.for the period inception to February
29, 2000 did not contain an adverse opinion or disclaimer of
opinion, nor was qualified or modified as to uncertainty,
audit scope, or accounting principles.
ITEM 5. OTHER EVENTS
None.
ITEM 6. RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS
None.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
Financial Statements -
None
Exhibits -
23.1
23.2
16.1
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 thereunto duly authorized.
Date: March 7, 2002 S.D.E. Holdings 3, Inc.
/s/Thomas McCrimmon
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Thomas McCrimmon, President