UNITED STATES
                  SECURITIES EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                           FORM 10-QSB

-----------------------------------------------------------------

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

        For the quarterly period ended September 30, 1999
-----------------------------------------------------------------

             FLORIDINO'S INTERNATIONAL HOLDINGS INC.
        ----------------------------------------------------
       (Exact name of registrant as specified in its charter)

        FLORIDA                             59-3479186
        --------                           ------------
(State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)        Identification No.)

3560 Cypress Gardens Road
Winter Haven, Florida                         33884
----------------------------------            -----
(Address of principal executive offices)    (Zip Code)


Registrant's telephone number             (941) 326-1006
                                          --------------

Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.

                  Yes   X      No

As of September 30, 1999, the following shares of the
Registrant's common stock were issued and outstanding:

25,000,000 shares authorized, $0.01 par value
 7,657,000 issued and outstanding
<PAGE>
<PAGE>

INDEX

PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements . . . . . . . . . . . . . . . . .3
          CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .3
          CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .4
          STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .5
          Note 1.   NATURE OF BUSINESS AND SIGNIFICANT
                    ACCOUNTING POLICIES. . . . . . . . . . . . .7
          Note 2.   USE OF OFFICE SPACE. . . . . . . . . . . . .8
          Note 3.   Liquidity. . . . . . . . . . . . . . . . . .8

Item 2.   Management's Discussion And Analysis or Plan of
          Operations. . . . . . . . . . . . . . . . . . . . . .10

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . 13

Item 2.   Changes in Securities. . . . . . . . . . . . . . . . 13

Item 3.   Defaults upon Senior Securities. . . . . . . . . . . 13

Item 4.   Submission of Matters to a Vote of
          Security Holders . . . . . . . . . . . . . . . . . . 13

Item 5.   Other information. . . . . . . . . . . . . . . . . . 13

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . 13

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . .14
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1.   Financial Statements


  The Shareholders,
  Floridino's International Holdings, Inc.

  We have compiled the accompanying balance sheet and changes
  in owners' equity of Floridino's International Holdings,
  Inc. as of September 30, 1999.  In addition, we have
  prepared the related statements of operations and cash flows
  for the nine months ending September 30, 1999 and September
  30, 1998.  We have prepared these financial statements in
  accordance with Statements on Standards for Accounting and
  Review Services issued by the American Institute of
  Certified Public Accountants.

  A compilation is limited to presenting in the form of
  financial statement information that is the representation
  of management.  We have not audited or reviewed the
  accompanying financial statements and, accordingly, do not
  express an opinion or any form of assurance on them.


Donohue Associates, Inc.
Chatham, New Jersey
November 8, 1999
  
<PAGE>
              FLORIDINO'S INTERNATIONAL HOLDINGS INC.
                     CONSOLIDATED BALANCE SHEET
           AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

  <TABLE>
  <CAPTION>

  <S>                                    <C>               <C>
                                            1998              1997

  ASSETS
  Current Assets
    Cash                                  $187,480           $15,502
    Investment in marketable securities    259,429                 0
    Royalties receivable                    16,304            11,826
    Inventory                               12,535            15,083
    Other Assets                            64,813            69,906
                                         ----------        ----------
    Total Current Assets                  $112,317          $112,317


  Property and Equipment (net of
   accumulated depreciation: $348,691
   at 9/30/99 and $213,246 at 12/31/98   1,790,173           512,022
   Land                                    320,000                 0
   Organization costs (net of
        amortization)                       3,215             6,859
                                         ----------        ----------
           TOTAL ASSETS                 $2,653,950         $ 631,198
                                         ==========        ==========

  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
   Bank overdrafts                       $       0         $  19,903
   Accounts payable and accrued expenses   496,435           310,555
   Accrued Payroll and related expenses    105,931            93,989
   Loans payable - stockholder             142,304           152,799
   Convertible Debentures payable          500,000                 0
   Current portion of lease obligations      7,687             6,490
   Current portion of long term debt       301,676           313,728
                                         ----------        ----------
   Total Current Liabilities            $1,554,033         $ 897,464

  Long term debt:
   Lease Obligations                       142,581            42,710
   Long term notes and mortgages           540,444            71,584


  STOCKHOLDERS' EQUITY
  Common stock, par value $.001;
   25,000,000 shares authorized,
   7,657,000 shares issued and outstanding
   at September 30, 1999 and 4,259,000 at
   December 31, 1998                      $  7,657           $4,959
  Preferred stock, 50,000 shares issued
   and outstanding, convertible to 50,000
   shares of common stock at $5 per share,
   no par, no dividend, non-cumulative     123,481                0
  Additional Paid in Capital             2,226,513          792,711
  Accumulated Deficit                   (1,519,800)      (1,178,230)
                                       ------------      ----------
   Total Stockholders' Equity              416,893         (380,560)

  TOTAL LIABILITIES AND
  STOCKHOLDERS' DEFICIT                 $2,653,950       $  631,198

  The accompanying notes are an integral part of these financial
  statements.  The financial statements and the notes should be
  read in conjunction with the auditor's report.
  </TABLE>
<PAGE>
  <PAGE>
              FLORIDINO'S INTERNATIONAL HOLDINGS INC.
           CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
               NINE MONTHS ENDING SEPTEMBER 30, 1999

  <TABLE>
  <CAPTION>
                                               AS OF SEPTEMBER 30
                                            1999                 1998
                                           ------               ------
  <S>                                  <C>                  <C>
  REVENUES
   Food and Beverage Sales              $  415,907           $1,277,397
   Franchise Fees                           24,121               59,500
   Royalty Fees                             28,943               27,154
                                         ----------           ----------
   Total Revenues                          468,971            1,364,051

   Costs of goods sold                    (287,845)            (469,128)
                                         ----------           ----------
   Gross Profits                           181,126              894,923

  OPERATING EXPENSES:
   Selling, general and administrative    (583,039)            (364,720)
   Payroll and related expenses           (355,831)            (520,206)
   Depreciation and amortization          (139,089)            ( 72,203)

  OTHER INCOME(EXPENSE):
   Unrealized gain on short term invest.   160,929                    0
   Interest Expense                        (16,833)            ( 11,926)
                                         ----------           ----------
 NET INCOME(LOSS) FROM CONTINUING
   OPERATIONS                             (752,737)            ( 74,132)

  EXTRAORDINARY ITEM:
    Gain or early extinguishment of debt    63,634                    0

  LOSS FROM OPERATIONS BEFORE
  PROVISION FOR INCOME TAXES              (689,103)            ( 74,132)

  Provision for Income taxes                     0                    0
                                         ----------           ----------
 NET INCOME(LOSS) BEFORE
   DISCONTINUED OPERATIONS                (689,103)            ( 74,132)

 DISCONTINUED OPERATIONS:
   Loss from operations disposed during
    the period                             (73,425)                   0
                                         ----------           ----------
  NET LOSS                               $(762,528)            $(74,132)
                                         ==========           ==========

  NET LOSS PER SHARE:
   Basic:
    Loss from continuing operations      $   (0.13)            $  (0.03)
    Gain from extraordinary items             0.01                 0.00
    Loss from discontinued operations        (0.01)                0.00
    Net loss per share                       (0.13)               (0.03)

  Weighted average shares
   outstanding                           5,799,974            2,618,000
                                        ===========          ===========

  The accompanying notes are an integral part of these financial
  statements.  The financial statements and the notes should be read in
  conjunction with the auditor's report.
  </TABLE>
<PAGE>
  <PAGE>
              FLORIDINO'S INTERNATIONAL HOLDINGS INC.
                 CONDENSED STATEMENT OF CASH FLOWS
               NINE MONTHS ENDING SEPTEMBER 30, 1999

  <TABLE>
  <CAPTION>
                                                  September 30
                                            1999                 1998
                                       --------------------------------
  <S>                                  <C>               <C>
  CASH FLOWS FROM
  OPERATING ACTIVITIES:
    Net Loss                            $  (762,528)      $  (256,342)
    Adjustments to Reconcile Net
      Income Items not requiring the
      Use of Cash:
      Depreciation and amortization         139,089            72,203
   Changes in Other Assets and
    Liabilities:
     Royalties Receivable                   (4,478)            7,595
     Inventory                               2,548            18,536
     Short Term Investments               (259,429)                0
     Other Assets                            5,093            (7,409)
     Bank Overdrafts                       (19,903)           (1,144)
     Deferred franchise fee revenue              0           (59,500)
     Accounts payable and accrued exp.     185,880             5,850
     Accrued payroll and related exp.       11,941            38,033
     Current portion of lease obligations    1,197           (24,280)
                                        ------------      ------------
   Net cash provided by (used by)
      Operations                          (712,643)         (114,120)

  CASH FLOW FROM
  INVESTING ACTIVITIES:
   Purchase of land                       (320,000)                0
   Purchase and acquisition of property
    and Equipment                       (1,413,596)          (26,174)
                                        ------------      ------------
  Net Cash provided by (used by)
    Investing Activities                (1,733,596)          (26,174)

  CASH FLOWS FROM FINANCING
  ACTIVITIES:
   Proceeds from issuance of convertible
      Debentures                           500,000                 0
   Increase (decrease) in loans payable
      To stockholders                      (10,495)           44,861
   Increase in lease obligations            99,871           226,788
   Increase of common stock upon exercise
     of warrants                           346,500           200,000
   Issuance of common stock for
     Compensation                           90,000                 0
   Issuance of common stock through
     Secondary offering                  1,000,000                 0
   Issuance of preferred stock             123,481                 0
   Increase(decrease) in long term
     Borrowings                            468,860          (311,809)
                                        ------------      ------------
  NET INCREASE/(DECREASE) CASH             171,978            19,546

  CASH AT BEGINNING OF YEAR                 15,502                 0
                                        ------------      ------------
  CASH AT END OF THE PERIOD              $ 187,480          $ 19,546
                                        ============      ============

  SUPPLEMENTAL DISCLOSURES:
   Interest paid during the period       $  14,951          $ 11,926
   Income taxes paid during the period           0                 0

  The accompanying notes are an integral part of these financial
  statements.  The financial statements and the notes should be
  read in conjunction with the auditor's report.

  </TABLE>


                 FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
                    NOTES TO THE FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1999


  Note 1 -  Nature of Operations

  Floridino's International Holdings, Inc. (the Company) was
  incorporated on June 25, 1997 in the State of Florida to develop, own,
  operate, and franchise family style Italian restaurants. The
  consolidated statements of the Company include the following
  subsidiary companies:

  Floridino's Pizza Etc., Inc.- a restaurant located in Winterhaven,
  Florida.

  Hard Ball Cafe, Inc.- a restaurant located in Winterhaven, Florida.

  Floridino's Home of the Calzone, Inc.- a restaurant located in
  Lakeland, Florida.

  Floridino's International, Inc.- a restaurant franchiser located in
  Winterhaven, Florida.

  Floridino's of Bartow, Inc.- a restaurant located in Bartow, Florida.

  Floridino's Specialties Distributions, Inc.- a food manufacturing
  plant located in Lakeland, Florida.

  Floridino's Express, Inc.- a restaurant incorporated in 1999 located
  in Lake Wales, Florida.

  Toho Holdings, Inc.- a company incorporated in 1999 to hold title to
  the real estate and lease agreements of the consolidated companies.

  Floridino's of Westbrook, Inc.- a restaurant incorporated in 1999
  located in Westbrook, Maine.

  Floridino's of New York, Inc.- a restaurant located in New York, New
  York.


  Note 2- Summary of Significant Accounting Policies

  Consolidation- The accompanying consolidated financial statements
  include the accounts of the company and all of its wholly owned and
  majority owned subsidiaries.  All significant inter-company balances
  have been eliminated.

  Revenue and Cost Recognition-  The Company recognizes revenue from
  food and beverage sales as the service is provided.  Revenue from
  franchise sales is recognized, net of allowance of uncollectible
  amounts, when substantially all significant services provided by the
  Company have been performed.  Expenditures are recorded on the accrual
  basis whereby expenses are recorded when incurred, rather than when
  paid.

  Use of Estimates- The preparation of the financial statements in
  conformity with generally accepted accounting principles requires
  management to make reasonable estimates and assumptions that affect
  the reported amounts of the assets and liabilities and disclosure of
  contingent assets and liabilities and the reported amounts of revenues
  and expenses at the date of the financial statements and for the
  period they include.  Actual results may differ from these estimates.

  Investment in Marketable Securities- Investment in marketable
  securities represents the purchase of shares of a NASDAQ listed stock
  valued at the market at September 30, 1999. The unrealized gain on
  this investment is recorded in "Other Income" in the statement of
  operations.

  Inventory- Inventory is stated at the lower of cost (first-in, first-
  out method) or market and primarily consists of food and beverage
  products.

  Property and Equipment- Property and equipment are stated at cost.
  Depreciation of property and equipment is provided using the straight-
  line method over the estimated useful life of the asset.  Improvements
  made to leased property are depreciated on a straight-line basis over
  the estimated useful life of the improvement or the period of the
  lease remaining, whichever is less.

  Expenditures for major repairs and renewals that extend the useful
  life of the asset are capitalized.  Minor repair expenditures are
  charged to expense as incurred.

  Income Taxes- The Company accounts for income taxes under the accrual
  method established by Statement of Financial Accounting Standards No.
  109, which requires recognition of deferred tax assets and liabilities
  for the expected futures tax consequences and events that have been
  included in the financial statements or tax returns.  Under this
  method, deferred tax assets and liabilities are determined based on
  the difference between the financial statements and tax bases of
  assets and liabilities using enacted rates for the year in which the
  differences are expected to reverse.

  Management believes that based upon earnings through September 30,
  1999, the realization of a tax-deferred asset through future earning
  offsets of current losses cannot be determined.  Therefore, a deferred
  asset has not been reflected in the accompanying financial statements
  as of September 30, 1999.

  Extraordinary items-  During the nine months ending September 30,
  1999, the Company extinguished certain long term debt.  The difference
  between the carrying value of this debt and the fair value of the debt
  at the date of extinguishment is recognized as an extraordinary item
  in the consolidated statement of operations as a "gain on early
  extinguishment of debt".

  Fair Values of Financial Instruments- The carrying amounts of all
  cash, accounts receivables, short term investments, inventories,
  accounts payable, and other obligations reported in the statement of
  financial position are estimated by management to approximate fair
  value.

  Organization Costs-  Organization costs consist of costs incurred as a
  result of the Company's initial private offering and are being
  amortized over a period of sixty months.


  Note 3- Going Concern Considerations

  The accompanying consolidated financial statements have been presented
  in accordance with generally accepted accounting principals, which
  assumes the continuity of the Company as a going concern.  However,
  during the nine months ending September 30, 1999 and September 30,
  1998, the Company experienced, and continues to experience, certain
  going concern and liquidity problems.  The Company has incurred net
  losses of $762,528 and $74,132 for the nine months ending September
  30, 1999 and September 30, 1998.  This condition raises substantial
  doubt to the ability of the Company to continue as a going concern.

  Management's plans with regard to this matter is as follows; the
  Company, through a plan instituted in fiscal year 1998, closed all
  unprofitable restaurants and improved profitable restaurants through
  reconstruction and reorganization.   During the nine months ending
  September 30, 1999, the Company raised proceeds of approximately $1.85
  million dollars though a Regulation D 505 offering, the exercise of
  common stock warrants, and a convertible debenture offering.  These
  funds were and are being used to satisfy the Company's outstanding
  debt, reconstruct and improve current restaurant space, and to
  complete the construction of its food manufacturing plant.

  The eventual outcome of the success of management's plans cannot be
  ascertained with any degree of certainty.  The accompanying
  consolidated financial statements do not include any adjustments that
  might result from the outcome of this uncertainty.

  Note 4- Discontinued Operations

  Through September 30, 1999, the Company has completed its plans to
  discontinue the operations of unprofitable restaurants.  The results
  of operations for these closed restaurants are included in "Loss from
  Discontinued Operations" in the consolidated statement of operations.
  The restaurants that were closed by management through September 30,
  1999 are as follows:



                 Floridino's Pizza Etc., Inc.
                 Hard Ball Cafe, Inc.
                 Floridino's Home of the Calzone, Inc
                 Floridino's of Bartow, Inc.
                 Floridino's of Westbrook, Inc.

  Note 5- Litigation

  The Company and its subsidiaries are defendants in various lawsuits
  filed by various suppliers for services rendered.  The Company has
  accrued the amounts of the proposed settlements in the accompanying
  consolidated financial statements, as well as the amounts of potential
  outstanding claims disclosed by the Company's outside counsel.
  Management believes that the eventual disposition of these lawsuits
  will not have a material impact on the consolidated financial
  statements.

  Note 6- Commitments and Contingencies:

  The Company leases office space and certain equipment under operating
  and capital leases.  At September 30, 1999, total future minimum lease
  payments under operating and capital leases is as follows:

            September 30th,
            2000                          $162,852
            2001                          $144,072
            2002                          $114,072
            2003                          $ 80,562
            Thereafter                    $214,442

            Total future minimum lease payments          $716,000


  Note 7- Development Stage Company

  The Company's subsidiary, Specialties Distributions, Inc. is a
  development stage company formed in July 1998 to engage in the
  manufacturing and marketing of Italian style frozen food products.
  The manufacturing plant is near completion and is expected to begin
  operations in January 2000.  The subsidiary qualifies for treatment as
  a "development stage company" under Statement of Financial Accounting
  Standards No. 7.  Accordingly, the results of operations for this
  subsidiary are included in "Accumulated Deficit during the Development
  Stage" in the consolidated statement of financial position.  The
  statement of financial position and results of operations for the
  subsidiary is as follows:



                      SPECIALTIES DISTRIBUTIONS INC.
                      STATEMENT OF FINANCIAL POSITION
                        AS OF SEPTEMBER 30, 1999
                   (a development stage enterprise)
                         (Unaudited)

Assets:

     Current assets:
        Cash                                           $300
        Accounts receivable                                       4,014

        Security deposits                                         3,019

          Total current assets                                    7,333

     Property & equipment:
        Equipment                                       280,299
        Leasehold improvements                          175,822
        Less accumulated depreciation                   (22,775)


          Total Assets                                 440,679
                                                       ======

Liabilities & Stockholders' Equity:

     Current liabilities:
        Bank overdrafts                                 $8,998
        Accounts payable & accrued expenses             84,175
        Accrued payroll & related liabilities           32,486
        Current portion of lease obligations            89,906

          Total current liabilities                    215,565

        Due to parent company                         630,072

     Stockholders Equity:
        Common stock                                           100
        Additional paid in capital                          15,900
        Accumulated deficit during the development stage  (420,958)

          Total stockholders deficit                      (404,958)

          Total liabilities & stockholders' equity        $440,679
                                                          =========

                     SPECIALTIES DISTRIBUTIONS INC.
                           STATEMENT OF OPERATIONS
                    FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1999
                    (a development stage enterprise)
                         (Unaudited)


Revenues:
   Food sales during the test period                           $31,606

Total gross sales                                               31,606

Less cost of goods sold                                        (54,372)

Gross profit                                                   (22,765)



Operating expenses:
   Selling, general, and administrative                         (168,385)
   Payroll & related expenses                                   (146,136)
   Depreciation                                                  (22,775)

Income (loss) from operations before tax provision              (360,061)

Income tax provision                                                   0

Net loss during development stage                               ($360,061)
                                                               ==========




  Note 8- Common Stock Transactions

  During the nine months ending September 30, 1999, the balance of
  warrants outstanding from an offering completed in July 1997 were
  exercised or expired.  During the period, 558,000 warrants were
  exercised resulting in net proceeds to the Company of $346,500 and the
  issuance of 558,000 shares of common stock.  The balance of the
  outstanding warrants (63,000) expired on March 31, 1999.

  In August 1999, the Company issued 140,000 shares of common stock in
  return for services rendered by two consultants. Management has valued
  these services at $90,000.

  In July 1999, the Company completed a Regulation D 505 offering
  resulting in net proceeds to the Company of  $1,000,0000 and the
  issuance of 2,000,000 shares of common stock.

  Note 9- Convertible Debentures

  In September 1999, the Company received net proceeds of $500,000 of a
  $750,000 debenture offering resulting in the issuance of convertible
  debentures.  Each debenture is convertible into common stock within
  one year of purchase at a 40% discount from the preceding five day
  average of the prevailing market price of the stock at conversion.
  The debentures are payable within one year of purchase with interest
  computed at 9.50% payable semi-annually.

  Note 10- Convertible Preferred Stock

  In May 1999, the Company issued 50,000 of preferred stock to an
  officer of the Company in exchange for real estate assets, along with
  their corresponding mortgages, being transferred to the Company's
  ownership.  The preferred stock is convertible into 50,000 shares of
  common stock at $5 per share.  The amount of convertible preferred
  stock will be equal to the net equity proceeds obtained from the sale
  of the transferred property.  The preferred stock becomes convertible
  in May 2000.

  Note 11- Long Term Debt

  The Company has signed promissory notes totaling $540,444 in
  connection with certain reconstruction costs incurred in 1999.  The
  notes are unsecured and carry interest rates of  8.25% and are due by
  "balloon payment" in fiscal 2000.


  Note 12- Related Parties

  The Company is indebted its majority shareholder and chief executive
  officer for the cost of certain reconstruction and lease payments
  incurred by the Company.  The amount of indebtedness is $298,020 and
  is included in Long Term Debt discussed in Note 11.

  Note 13- Earnings Per Share

  The Company has adopted SFAS No. 128, "Earnings per Share".  In
  accordance with SFAS No. 128, basic earnings per share have been
  computed based on the weighted average of common shares outstanding
  during the period.  The dilutive effects of warrants, convertible
  debentures, and convertible preferred stock is not presented because
  the effect of these items on earnings per share is anti-dilutive.

  Note 14- Subsequent Events

  In October 1999, the Company completed its debenture offering
  initiated in September 1999 resulting in additional proceeds to the
  Company of $250,000.  The debentures contain the same terms and
  provisions discussed in Note 9.



<PAGE>
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

FLORIDINO'S INTERNATIONAL HOLDINGS INC., (the "Company") designs,
develops, owns and operates family style neighborhood Italian
food restaurants featuring freshly prepared, moderately priced
pizza and pasta dishes.  Its operations encompass three segments
from which the Company seeks to generate revenue: operation of
restaurants, production and sale of frozen foods and franchising
of the Company's restaurant concept.

During the past two years, the Company's operations failed to
realize net income due to a decrease in revenue and reduction in
patrons to its restaurants.  The Company also experienced a
decrease in franchising fees and royalties as the franchise
stores operating under the Company's concept were also
experiencing decreased revenue.  This led the Company to believe
that it required a new approach to its operations.  The Company's
management was replaced in March 1999 and new management has
sought an aggressive approach to develop and market the Company's
product which management believes is of very high quality.  New
management determined that the Company's restaurants required a
fresher, more-upscale image and ambiance to attract customers.

The Company in the past year has raised funding of approximately
$2.2 million which has been used to revamp and reconstruct the
Company's operations.  These funds have been used to modernize
the Company's frozen foods development plant by acquiring
equipment to streamline the operation of this segment and also to
construct and develop its New York restaurant.  Management's goal
is to have a state of the art processing plant producing the
Company's line of frozen foods.  The Company has also expended
the funds it has raised to revamp its restaurant concept.  New
management determined that the Company should create restaurants
which were more upscale and esthetically pleasing to customers
than those previously operated.  As a result the Company shut all
but one of its restaurants.  It then implemented its new concept
at its only full service restaurant in Florida.  The Company at
this time intends on opening at least two additional restaurants
in the Florida area and has entered into two (2) leases at
separate sites for the construction of new establishments.

Funding of the Company's reconstruction and revamping has been
undertaken primarily through the private sale of equity in the
Company.  The funds were used to repay previous debts of the
Company, acquire new plant and equipment and machinery for the
development of the Company's frozen food concept and for the
allocation of costs associated with the development of the
Company's new restaurants.  The Company believes that it has the
capacity to raise additional funds if and when they are required.
Additional funds may be raised through the sale of the parcel of
real estate held by the Company.  Additionally, the Company
believes that its newly developed concept and operations will
attract investors in placing additional funds with the Company.
At this time, the Company has no line of credit with any
financial institution.  However, the Company believes that its
new operations and developed concept will generate sufficient
revenue during the next twelve months which will enable the
Company to secure a line of credit with a financial institution.
Also, the Company's newly acquired plant, equipment and machinery
enable the Company to utilize these assets as collateral in
securing loans or funding in the event the Company requires
funding.

During the next year, the main source of revenue for the Company
is expected to be that generated through the restaurant segment
and frozen food segment as it is these segments that the Company
has primarily focused on during its revamping and reconstruction
of operations.  The primary expenses which the Company has
incurred during the reconstruction of its operations have been
associated with the purchase of new equipment and machinery for
its frozen food segment and for the development of its production
plant in Lakeland, Florida.

The Company intends to raise additional funds through the sale of
its real estate properties located at 300 Cypress Gardens Road,
Winter Haven, Florida and 1810 Third Street SE, Winter Haven,
Florida.  The sale of both these parcels of land is expected to
provide the Company with approximately $250,000 in funding after
encumbrances and mortgages on these properties are extinguished.
The company has entered into a Contract of Sale for the purchase
of these properties at a total price of $400,000.

In the opinion of management, inflation at this time has not and
will not have a material effect on the operations of the Company.
Management focuses on the long term growth of the Company and
therefore any increase in inflation or jump in the price of raw
goods purchased by the Company will not result in an immediate
increase in prices to the consumer.  Management believes that a
increase in its prices may lead to a loss of customers and
therefore hinder the Company's long term growth.  At any course
however, management will evaluate the possible effects of
inflation on the Company as it relates to its business and
operations and proceed accordingly.

The Company would consider raising its prices in the event there
is a significant increase in the cost of labor.  As of September
30, 1999, there were approximately 65 employees of the Company.
Within the next year, and as the Company opens additional
restaurants and expands its frozen food segment, the Company will
hire additional employees.  As the number of employees increases,
any rise in the cost of labor will have a more significant impact
on the Company which may in turn cause the Company to increase
its prices.

In August 1999, the Company acquired for a period of five (5)
years a license for the use and display of the name "Chippery" to
be utilized by the Company on a specialized machine which
produces potato chips from raw potatoes.  The consideration to be
paid to the licensor under this licensing arrangement will be ten
(10%) percent of all gross sales, or the sum of $1,000.00
whichever is greater, per month resulting from the sale of potato
chips produced by the "Chippery" machine.  The use of the
"Chippery" name will enable the Company to further develop its
new upscale image and attract consumer interest.  The rights
granted to the Company permit it to solely utilize the name at
the Company's New York restaurant located at 950 Broadway, New
York, New York.

Also in August 1999, the Company terminated its lease at 494
LaGuardia Place in New York and discontinued the operations of
its test store.  The Company then reopened its New York City
store at the central location of 23rd Street and Broadway which
has benefitted the Company's image and sales in New York City.
As part of the termination of the lease, the Company owed to the
landlord the sum of $60,000.00 and relinquished to the landlord
the assets of the Company existing at the store as satisfaction
of the outstanding sum due to the landlord.  The landlord of the
premises is Toho Partners, LLC., which is controlled by the
Company's CEO, Nick Pirgousis.

In September 1999, the Company undertook to raise $750,000.00
pursuant to the issuance of convertible securities in a private
placement in accordance with Rule 505 of Regulation D of the
Securities Act of 1933.  The funds raised under this private
placement were used for shall be utilized for continuing working
capital, the payment of long term and revolving lines of debt and
for accounts payable.

The Company's viability to generate revenue and income is
dependent on the successful implementation of its new upscale
restaurant concept and the ability to produce quality frozen food
products at its production plant.  The Company's operating
history, including its losses and revenues, primarily reflect its
operations for the past year.  The increase in its cash balance
is reflective of the funds raised by the company through its
private placement of common stock during the past year.  The
increase in debt and liabilities of the Company is reflective of
the additional costs and liabilities incurred during the
Company's expansion, re-opening of its restaurants and the
development of its frozen foods plant.


YEAR 2000 DISCLOSURE

The Company is actively addressing the issues related to the date
change in year 2000.  This is necessary because many computer
systems were programmed using only two digits to contain the year
in the date fields.  On January 1, 2000, many of these programs
will fail to perform date calculations correctly and produce
erroneous results.  This could temporarily prevent the Company
from processing business transactions.  The Company began efforts
to address this issue.

Currently, all computer systems including both IT and non-IT
systems and work is underway to remedy those systems deemed to be
year 2000 non-compliant.  The non-IT systems are primarily
systems with embedded processors such as telephones and security
systems.  The remediation of the IT and non-IT systems is
expected to be completed by the end of 1999.  The Company has
obtained letters of certification from its mission critical
computer systems and software vendors.

The costs associated with the remediation efforts have been
internally generated.  Any external costs, projected to be
incurred, to achieve compliance will be funded from the Company's
existing working capital and are not expected to be material in
nature.

There are significant risks associated with the year 2000 issues.
Many of these risks such as those associated with electrical
power or telecommunications are outside the reasonable control of
the Company.  Although the Company believes its remediation and
contingency planning efforts adequately identify and address the
year 2000 issues that are within the Company's reasonable
control, there can be no assurance that the Company's efforts
will be fully effective.  Due to the significant risks, the
Company's management is monitoring these efforts very closely.

<PAGE>
<PAGE>

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

There are currently no pending legal proceedings against the
company.

Item 2.   Changes in Securities

The instruments defining the rights of the holders of any class
of registered securities have not ben modified.

Item 3.   Defaults upon Senior Securities

There has been no default in the payment of principal, interest,
sinking or purchase fund installment.

Item 4.   Submission of Matters to a Vote of Security Holders

No matter has been submitted to a vote of security holders during
the period covered by this report.

Item 5.   Other information

There is no other information to report which is material to the
company's financial condition not previously reported.

Item 6.   Exhibits and Reports on Form 8-K

There are no exhibits attached and no reports on Form 8-K were
filed during the quarter for which this report is filed.

<PAGE>
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


FLORIDINO'S INTERNATIONAL HOLDINGS INC.
----------------------
(Registrant)
Date: November 10, 1999

By: /s/ Nick Pirgousis
    -------------------------
    CEO