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

ofDate ~~the~~of ~~Securities~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~Earliest Event Reported): June 28, 2010

~~Date of~~FOUR ~~Report~~STAR HOLDINGS, INC. (~~Date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported):~~specified ~~February~~in ~~10,~~its ~~2010~~charter)

Four Star Holdings, Inc.

Florida	000-53439	26-1427633
(State or other jurisdiction of incorporation or organization)	Commission File Number	IRS Employer Identification Number
100 Four Star Lane Odenville, AL 35120 (Address of principal executive offices including zip code)

(Exact name of Registrant as Specified in its Charter)

Florida	000-53439	26-1427633
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

100 Four Star Lane

Odenville, Alabama 35120

(Address of Principal Executive Offices including Zip Code)

(205) 640-3726

(Registrant’s ~~Telephone~~telephone ~~Number~~number, including ~~Area~~area ~~Code~~code)

__________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [o ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [o ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 14.01 ~~Entry into~~. aChanges ~~Material~~in ~~Definitive~~Registrant’s ~~Agreement~~Certifying Accountant

OnDismissal February 10, 2010, Four Star Holdings, Inc., a Florida corporation (the “Company”), entered into a strategic consulting relationship with Private Resources, LLC, a Wyoming limited liability company (the “Consultant”), with its principal offices located at 218 Main Street, Suite 164, Setauket, New York 11733 to provide financial advisory services and related business consulting services in connection with the growth, development and management of ~~its~~Independent business, including but not limited to, providing the Company with introductions to foreign and domestic broker-dealers, financial institutions, attorneys, accountants, market makers, analysts, investment advisors, marketing personnel and potential officers and directors pursuant to that certain Agreement dated February 10, 2010 by and between the Company and the Consultant (the “Agreement”). The term of the Agreement is for a period of one year; provided, however, that either party may cancel the Agreement on 30 days prior written notice to the other party in the event of a non-cured material breach of the Agreement. The Consultant’s compensation pursuant to the Agreement is Three Percent (3%) of the amount of any direct funding in the Company caused by the Consultant and 2,000,000 shares of common stock of the Company (the “Shares”), which are deemed to be “restricted shares”, and subject to the provisions of Rule 144 promulgated under the Securities Exchange of 1934, as amended. The Agreement contains mutual confidentiality and indemnifications provisions for the benefit of the parties. The Agreement also contains a 12 month lock-up agreement by the Consultant to not sell, assign or transfer the Shares and leak out provisions restricting the sale or transfer of the Shares to no more than 10% of the previous month’s average daily trading volume.Accountant

~~Item~~On June 328, 2010, Four Star Holdings, Inc.~~02 Unregistered~~ (the “Company”) advised Lake & Associates ~~Sales~~CPAs, ofLLC ~~Equity~~(the ~~Securities~~“Former Auditor”) that it was dismissed as the Company’s independent registered public accounting firm. Except as noted in

~~The following is a summary of unregistered sales of equity securities by~~ the ~~Company. Each~~paragraph ~~offer~~immediately ~~and~~below, ~~sale was made in reliance on Section 4(2) of~~ the ~~Securities~~reports ~~Act, or Regulation D promulgated under Section 4(2)~~ of the ~~Securities~~ ~~Act,~~Former asAuditor ~~transactions~~on by an issuer not involving any public offering. The purchaser was an “accredited investor” known to us through a pre-existing business relationship. The purchaser was provided access to all material information which it requested, and all information necessary to verify such information and was afforded access to our management in connection with its purchase. The purchaser of the ~~unregistered~~Company’s ~~securities~~consolidated ~~acquired~~financial ~~such securities~~ statements for ~~investment and not with a view toward distribution, acknowledging such intent to~~ the ~~registrant.~~years ~~The~~ended ~~stock~~December ~~certificate representing such securities that were issued contained a restrictive legend~~31, ~~prohibiting~~ ~~further~~2009 ~~transfer~~and ofDecember ~~the stock certificate representing such securities~~31, ~~without~~2008 ~~such~~did ~~securities~~not ~~either~~contain ~~being first registered or otherwise~~an ~~exempt~~adverse ~~from~~opinion ~~registration under the Securities Act, in any further resale~~ or ~~disposition.~~

Ondisclaimer ~~February~~of 10opinion, ~~2010,~~and wesuch ~~issued~~reports ~~2,000,000~~were ~~shares~~not ofqualified ~~common~~or ~~stock~~modified toas ~~the Consultant for services~~ to ~~be rendered by the Consultant to the Company. We~~uncertainty, ~~believe~~audit ~~that~~scope, ~~the~~or ~~issuance~~accounting ~~of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2)~~principle.

OnThe ~~February~~reports ~~10, 2010, we issued an aggregate~~ of ~~12,000,000~~the ~~shares~~Former ofAuditor ~~common~~on ~~stock of~~ the Company,’s ofconsolidated ~~which~~financial ~~six~~statements as ~~(6)~~of ~~million~~and ~~were~~for ~~issued~~the toyears ~~each~~ended ofDecember ~~Frances~~31, ~~Mize~~2009 and ~~Bobby~~ R.December ~~Smith~~31, ~~Jr. We~~2008, ~~believe~~contained an ~~that~~explanatory ~~the~~paragraph ~~issuance~~which ofnoted ~~the~~that ~~shares~~there was ~~exempt~~ ~~from~~substantial ~~the~~doubt ~~registration~~as ~~and~~to ~~prospectus delivery requirements of~~ the ~~Securities~~Company’s ~~Act~~ability ofto ~~1933~~continue byas ~~virtue~~a ofgoing ~~Section 4(2)~~concern.

OnDuring ~~February~~the ~~10,~~years ~~2010,~~ended weDecember ~~issued an aggregate of 200~~31,~~000~~ ~~shares~~2009 ofand ~~common~~December ~~stock of the Company~~31, ~~to Joseph L. Pittera~~2008, ~~attorney for~~ the Company ~~for services. We~~has ~~believe~~not ~~that~~had any ~~the~~disagreements ~~issuance~~with of the ~~shares was exempt from~~ ~~the~~Former ~~registration~~Auditor ~~and~~on ~~prospectus~~any ~~delivery~~matter ~~requirements~~ of ~~the~~accounting ~~Securities~~principles ~~Act~~or ofpractices, financial ~~1933~~statement bydisclosure ~~virtue of Section 4(2).~~or

~~Item~~auditing ~~9.01~~scope ~~Exhibits~~or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such years.

During the years ended December 31, 2009 and December 31, 2008, and through the June 28, 2010, there were reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K including acquisitions of entities in transactions in connection with business combinations and the filing of Form 10Q for the first quarter of 2010 without a review of an independent and registered certified public accounting firm. The Company will be ~~following~~required ~~Exhibits~~to ~~are~~file ~~filed~~a ~~herein:~~Form 10QA with including a consent letter from the succeeding auditor and relinquishes the Former Auditor of any responsibility thereof.

~~Exhibit~~The decision ~~10.1~~to ~~Agreement~~dismiss ~~dated~~the ~~February~~Former ~~10,~~Auditor ~~2010~~as bythe ~~and~~Company’s ~~between~~independent ~~the~~registered public ~~Company~~accounting ~~and~~firm ~~Private~~was ~~Resources,~~approved by ~~LLC~~the Company’s Audit Committee.

On June 30th, 2010, the Company hired Labrozzi & Co., PA of Miami, Florida as its independent auditor. Labrozzi & Co will audit the 2010 financial statements for the Company and review the quarterly financials for 2010 and 2011 in connection with filing periodic 10-Q reports.

Item 9.01 Financial Statements and Exhibits

Not applicable

(b)	Pro forma financial information.

Not applicable

(c)	Shell company transactions.

Not applicable

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(d)

Exhibits

Exhibit Number		Description
16.1		Letter from Lake & Associates CPAs, LLC

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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.

FOUR STAR HOLDINGS, INC.

		Four Star Holdings, Inc.


Date: June 29, 2010		By: /s/ Alvin Rhoney
		Alvin Rhoney
		Chief Financial Officer

(Registrant)

Dated: February 16, 2010

By:/s/ Bobby R. Smith, Jr.

Bobby R. Smith, Jr.

President and Chief Executive Officer

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Index to Exhibits

Four Star Holdings, Inc.

Index to Exhibits

Exhibit 10.1 Agreement dated February 10, 2010 by and between the Company and Private Resources, LLC

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