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~~

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

~~FOUR~~Date of ~~STAR~~Report ~~HOLDINGS, INC.~~ (~~Exact~~Date ~~name~~ of ~~Registrant~~earliest asevent ~~specified in its charter~~reported): March 31, 2010

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)

Four Star Holdings, Inc.

(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 42.01. Completion ~~Changes~~of inAcquisition ~~Registrant’s~~or ~~Certifying~~Disposition ~~Accountant~~of Assets

~~Dismissal~~On March 31, 2010, the Company entered into an Agreement and Plan of ~~Independent~~Stock Exchange with ~~Accountant~~Ridgefield Development Corporation, an Alabama corporation. The terms of the Stock Exchange consist of the principals and shareholders of Ridgefield Development Corporation exchanging the total amount of 1,230 common shares issued and outstanding to Four Star Holdings in exchange for Four Star Holdings issuing 2,000,000 common shares of restricted stock. The Stock Exchange shall qualify as a tax free reorganization under Section 338 of the Internal Revenue Code of 1986, as amended, and related sections thereunder; and the parties intend their Agreement to qualify as a "business combination" with Ridgefield Development Corporation becoming a wholly owned subsidiary of Four Star Holdings.

On ~~June~~March 2831, 2010, the Company entered into an Agreement and Plan of Stock Exchange with Four Star ~~Holdings~~Realty, ~~Inc~~LLC, an Alabama limited liability corporation. The (terms of the ~~“Company”)~~Stock ~~advised~~Exchange ~~Lake~~consist &of ~~Associates~~the ~~CPAs~~principals and shareholders of Four Star Realty, LLC (exchanging 100% of the issued ~~“Former~~and ~~Auditor”)~~outstanding member interests to Four Star Holdings in ~~that~~exchange itfor ~~was~~Four ~~dismissed~~Star Holdings issuing 38,000 common shares of restricted stock. The Stock Exchange shall qualify as a tax free reorganization under Section 338 of the ~~Company’s~~Internal ~~independent~~Revenue ~~registered~~Code ~~public~~of ~~accounting~~1986, as amended, and related ~~firm. Except~~sections thereunder; and the parties intend their Agreement to qualify as ~~noted~~a "business incombination" with Four Star Realty becoming a wholly owned subsidiary of Four Star Holdings.

~~the~~Item paragraph immediately below, the reports of the Former Auditor on the Company’s consolidated financial statements for the years ended December 31, 2009 and December 31, 2008 did not contain an adverse opinion or9.01 Exhibits

~~disclaimer~~(d) ~~of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle~~Exhibits.

The reports of the Former Auditor on the Company’s consolidated financial statements as of and for the years ended December 31, 2009 and December 31, 2008, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.

Exhibit Number		Description

10.1		Agreement dated March 31, 2010 by and between the Company and Four Star Realty, LLC

10.2		Agreement dated March 31, 2010 by and between the Company and Ridgefield Development Corporation

During the years ended December 31, 2009 and December 31, 2008, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or

auditing scope 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 required to file a Form 10QA with including a consent letter from the succeeding auditor and relinquishes the Former Auditor of any responsibility thereof.

The decision to dismiss the Former Auditor as the Company’s independent registered public accounting firm was approved by 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

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

FOUR STAR HOLDINGS, INC.

(Registrant)

Dated: July 8, 2010

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

Bobby R. Smith, Jr.

President and Chief Executive Officer

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Four Star Holdings, Inc.

Index to Exhibits

Exhibit Number		Description

10.1		Agreement dated March 31, 2010 by and between the Company and Four Star Realty, LLC

10.2		Agreement dated March 31, 2010 by and between the Company and Ridgefield Development Corporation

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