SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                  FORM 10-QSB/A
                                (Amendment No. 1)


|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                For the quarterly period ended September 30, 2001

                          Commission File No. 000-27749

                   Syndicated Food Service International, Inc.
              (Exact Name of Small Business Issuer in Its Charter)

           Florida                                     59-3479186
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

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

                                 (863) 326-1006
                         (Registrant's Telephone Number)

                    Floridino's International Holdings, Inc.
 (Former name, former address and former fiscal year, if changed since
                                  last report)

Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 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, 2001,  there were  8,226,543 of shares of the  Registrant's
common stock issued and outstanding.


                                       1

<PAGE>


PART 1 - FINANCIAL INFORMATION

                     Floridino's International Holdings Inc.
                      Restated Consolidated Balance Sheets
                 As of September 30, 2001 and December 31, 2000

<TABLE>
<CAPTION>
                                                                                         Unaudited
ASSETS                                                                                    9/30/01        12/31/00
                                                                                        -----------     ----------

<S>                                                                                   <C>             <C>
  Current assets:
     Cash                                                                                    $1,631        $34,081
     Accounts receivable (net of allowance for bad debt of $9,990 at
       9/30/01 and $941 at 12/31/00)                                                         10,720         75,583
     Prepaid expenses                                                                         5,685         44,332
     Investment in marketable securities                                                        301        266,402
     Inventory                                                                               36,179         84,813
                                                                                        -----------     ----------
         Total Current Assets                                                                54,516        505,211

  Property and equipment (net of accumulated depreciation of
       $648,467 at 9/30/01 and $527,610 at 12/31/00)                                      1,732,838      1,977,591
  Notes receivable                                                                           30,168              0
  Deferred charges (net of accumulated amortization of $19,159)                             463,114              0
  Other assets                                                                               19,415         35,440
                                                                                        -----------     ----------
Total Assets                                                                             $2,300,051     $2,518,242
                                                                                        ===========     ==========

LIABILITIES & SHAREHOLDERS' EQUITY

  Current liabilities:
     Bank overdrafts                                                                         66,199         75,460
     Accounts payable                                                                      $738,092       $859,968
     Accrued expenses                                                                       350,716        154,878
     Accrued interest payable                                                                88,774         71,838
     Convertible debentures payable                                                               0        750,000
     Advance payable                                                                        357,469              0
     Capital leases payable (current portion)                                                39,349         45,696
     Notes and mortgages payable (current portion)                                          519,089        733,995
                                                                                        -----------     ----------
         Total Current Liabilities                                                        2,159,688      2,691,835

    Long term debt:
      Capital leases payable                                                                 31,671        133,584
      Notes and mortgages payable                                                           828,518        817,006
                                                                                        -----------     ----------
         Total Long Term Liabilities                                                        860,189        950,590


  Shareholders' Equity:
     Common stock, $.001 par value; authorized 25,000,000 shares
       issued and outstanding, 8,111,500 at 9/30/01 and 7,245,000
       at 12/31/00)                                                                          $8,112         $7,245
     Additional paid in capital                                                           5,027,635      3,584,026
     Accumulated deficit                                                                (5,755,573)    (4,715,454)
                                                                                        -----------     ----------
           Total shareholders' equity (deficit)                                           (719,826)    (1,124,183)
                                                                                        -----------     ----------

Total Liabilities & Shareholders' Equity (Deficit)                                       $2,300,051     $2,518,242
                                                                                        ===========     ==========

</TABLE>

PLEASE SEE THE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                        2

<PAGE>

                     Floridino's International Holdings Inc.
                 Restated Consolidated Statements of Operations
  For the Nine and Three Months Ended September 30, 2001 and September 30, 2000
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                           Nine Months    Nine Months    Three months     Three months
                                                            9/30/01         9/30/00         9/30/01         9/30/00
                                                          ------------   ------------    ------------     ------------

<S>                                                       <C>            <C>             <C>              <C>
     Revenues:
         Food and beverage sales                            $2,265,335     $2,062,991        $803,547       $1,022,717
         Franchise fees & royalties                             21,091         35,033               0            9,595
                                                          ------------   ------------    ------------     ------------

     Total gross sales                                       2,286,426      2,098,024         803,547        1,032,312

     Less cost of goods sold                               (1,944,764)    (1,582,405)       (754,019)        (862,904)
                                                          ------------   ------------    ------------     ------------

     Gross profit                                              341,662        515,619          49,528          169,408

     Operating expenses:
         General and administrative expenses               (1,425,953)    (1,664,385)       (425,998)        (466,324)
                                                          ------------   ------------    ------------     ------------

     Net loss from operations                              (1,084,291)    (1,148,766)       (376,470)        (296,916)

     Other income (expense):
         Gain (loss) on short term investments                 111,523        586,962         (2,296)         (35,689)
         Rental income                                           9,173              0               0                0
         Gain (loss) on sale of assets                          51,132       (90,236)               0                0
         Interest expense                                    (127,656)      (544,637)        (32,255)        (202,454)
                                                          ------------   ------------    ------------     ------------

     Net loss before tax provision                         (1,040,119)    (1,196,677)       (411,021)        (535,059)

     Income tax provision                                            0              0               0                0
                                                          ------------   ------------    ------------     ------------

     Net loss                                             ($1,040,119)   ($1,196,677)      ($411,021)       ($535,059)
                                                          ============   ============    ============     ============

     Net loss per common share:
     Basic & fully diluted                                     ($0.14)        ($0.16)         ($0.05)          ($0.07)

     Weighted average of common shares:
     Basic & fully diluted                                   7,439,744      7,298,700       7,923,433        7,245,000

</TABLE>

     PLEASE SEE THE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

                                       3

<PAGE>


                     Floridino's International Holdings Inc.
                 Restated Consolidated Statements of Cash Flows
       For the Nine Months Ended September 30, 2001 and September 30, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                         9/30/01         9/30/00
                                                                                        -----------     ----------
Operating Activities:
<S>                                                                                    <C>             <C>
  Net loss                                                                             ($1,040,119)    ($1,196,677)
  Adjustments to reconcile net loss to net cash used by operations:
       Depreciation & amortization                                                          221,491         523,488
       Unrealized gain on short term investment                                                (30)          19,852
       (Gain) loss on sale of assets                                                       (51,132)          90,236
       Compensation expense                                                                  51,203               0
       Bad debt expense                                                                      39,961               0
Changes in other operating assets and liabilities:
     Accounts receivable                                                                     24,902               0
     Note receivable                                                                       (30,168)               0
     Prepaid expenses                                                                        38,647        (85,289)
     Inventory                                                                               48,634        (48,747)
     Short term investments                                                                 266,131         383,754
     Other assets                                                                            16,025           7,014
     Accounts payable and accrued expenses                                                   73,962         139,366
     Bank overdrafts                                                                        (9,261)         237,266
     Accrued interest payable                                                                16,936               0
                                                                                         ----------      ----------
Net cash used by operations                                                               (332,818)          70,263

Investing Activities:
     Purchase of property and equipment                                                    (24,130)       (342,649)
     Sale of property and equipment                                                         144,683         409,764
                                                                                         ----------      ----------
Net cash provided by (used by) investing activities                                         120,553          67,115

Financing Activities:
     Cash proceeds from issuance of common stock                                                  0          20,233
     Issuance of common stock                                                                65,000               0
     Stock subscriptions received                                                            96,000               0
     Payment of bank loan                                                                         0       (159,112)
     Advances received                                                                      357,469               0
     Payment of capital leases                                                            (108,260)        (26,008)
     Payment of debt                                                                      (230,394)       (213,356)
                                                                                         ----------      ----------
Net cash provided by financing activities                                                   179,815       (378,243)
                                                                                         ----------      ----------

Net increase (decrease) in cash during the period                                          (32,451)       (240,865)

Cash balance at beginning of the period                                                      34,081         359,449
                                                                                         ----------      ----------

Cash balance at end of the period                                                            $1,630        $118,584
                                                                                         ==========      ==========

Supplemental disclosures of cash flow information:
     Interest paid during the period                                                       $200,075         $42,433
     Income taxes paid during the period                                                         $0              $0
</TABLE>

PLEASE SEE THE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                       4

<PAGE>


                     Floridino's International Holdings Inc.
        Restated Consolidated Statement of Changes in Shareholder Equity
                  For the Nine Months Ended September 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 COMMON         COMMON       PAID IN       ACCUMULATED
                                                 SHARES         AMOUNT       CAPITAL         DEFICIT           TOTAL

<S>                                             <C>             <C>         <C>            <C>            <C>
Balance at January 1, 2001                      7,245,000        $7,245     $3,584,026     ($4,715,454)     ($1,124,183)

Return of common stock by officer               (350,000)         (350)            350                                 0

Return of common stock by Triton officers        (50,000)          (50)             50                                 0

Return of common stock by consultants           (100,000)         (100)            100                                 0

Issuance of common stock                           32,500            33         64,967                            65,000

Conversion of debentures to equity              1,302,000         1,302        748,698                           750,000

Stock issued to officers                           25,000            25         24,975                            25,000

Stock issued to consultants                         7,000             7         10,493                            10,500

Stock subscriptions received                                                    96,000                            96,000

Warrants issued to consultants                                                 497,976                           497,976

Net loss during the period                                                                  (1,040,119)      (1,040,119)
                                            -------------    ----------   ------------    ------------    -------------

Balance at September 30, 2001                   8,111,500        $8,112     $5,027,635     ($5,755,573)       ($719,826)
                                            =============    ==========   ============    ============    =============
</TABLE>





PLEASE SEE THE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

                                       5
<PAGE>


                     Floridino's International Holdings Inc.

                  Notes to the Financial Statements (Unaudited)

NOTE 1-  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the instructions to Form 10-QSB.  Accordingly,  they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements.

In the opinion of management,  all adjustments  considered  necessary for a fair
presentation have been included. The results of operations for these nine months
ending  September 30, 2001 are not  necessarily  indicative of the results to be
expected  for the  full  fiscal  year.  For  further  information,  refer to the
consolidated  financial  statements and footnotes thereto included in the Annual
Report on Form  10-KSB for the year  ending  December  31,  2000 of  Floridino's
International Holdings, Inc. and its subsidiaries (the "Company").

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  Significant inter-company balances and transactions have been
eliminated in consolidation.

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

RECLASSIFICATIONS- Certain accounts in the 2000 financial  statements have been
reclassified to conform to the 2001 financial statement presentation.

NOTE 2- EARNINGS PER SHARE

The Company  applies SFAS No. 128,  Earnings Per Share.  In accordance with SFAS
No.  128,  basic  net loss per  share has been  computed  based on the  weighted
average of common shares  outstanding  during the period.  Diluted  earnings per
share include the effects of any outstanding  financial  instruments that may be
converted  into common  stock.  SFAS No. 128 provides  guidance to calculate the
equivalent  number of common shares that would be likely issued in the event the
holder would elect to convert the financial  instrument  into common shares.  As
per SFAS No. 128, there were no common stock equivalents at September 30, 2001.


                                       6
<PAGE>


NOTE 3- INVENTORY

Inventories are stated at the lower of cost (determined on a last-in,  first-out
basis) or market and consist of the following:

                                                     9/30/01        12/31/00

              Raw Materials                             $5,687        $32,784
              Finished Product                          30,492         52,029
                                                   -----------     ----------
              Total                                    $36,179        $84,813
                                                   ===========     ==========

NOTE 4- STOCK WARRANTS AND OPTIONS

As part of its  compensation to a consultant,  the Company granted stock options
at the fair  market  value on the date of grant.  Currently,  the Company has no
formal  stock option plan.  In January and February  2001,  as part of a private
offering  of its common  stock and  warrants,  the  Company  issued  warrants to
purchase  32,500  shares of common stock at $1.50 per share,  which  expired one
year from the date of issuance.  In addition,  a consultant received warrants to
purchase  25,000  shares of common  stock at $2 per share  expiring in September
2006. In addition,  a consultant  received warrants to purchase 2,500,000 shares
of common stock at $1 per share expiring in September 2003. A summary of changes
in outstanding stock options is as follows:

<TABLE>
<CAPTION>
                                                                                   Wht'd Avg            Wht'd Avg
                                                                                   Exercise              Years to
                                                                    Amount         Price               Expiration
<S>                                                               <C>              <C>                 <C>
     Outstanding at January 1, 2000                                       0

     Granted                                                         40,000         $4.125                  4.47
     Cancelled                                                            0
     Exercised                                                            0
                                                                  ---------

     Outstanding at December 31, 2000                                40,000
                                                                  =========
     Granted                                                      2,557,500         $1.010                  1.93
     Cancelled                                                            0
     Exercised                                                            0
                                                                  ---------

     Outstanding at September 30, 2001                            2,597,500         $1.064                  1.97
                                                                  =========
</TABLE>

For the purpose of determining compensation expense under SFAS No. 123, the fair
value of each  warrant  or  option  is  measured  at the  grant  date  using the
Black-Scholes option pricing model with the following assumptions at the date of
grant. The dividend yield is 0%,  volatility is 20%, and the risk-free  interest
rate is 6%. The fair  values  generated  by the  Black-Scholes  model may not be
indicative of the future benefit, if any, that may be received by the warrant or
option holder.

                                       7
<PAGE>

NOTE 5- PROPERTY AND EQUIPMENT

                                                   9/30/01           12/31/00

           Equipment                               $574,040           $623,738
           Leasehold improvements                 1,062,755          1,128,253
           Vehicles                                  59,106             59,106
           Buildings                                359,000            359,000
           Land                                     320,000            320,000
           Furniture & fixtures                       6,404             15,104
                                                -----------         ----------

           Total property & equipment             2,381,305          2,505,201

           Less accumulated depreciation          (648,467)          (527,610)
                                                -----------         ----------

           Net property and equipment            $1,732,838         $1,977,591
                                                ===========         ==========

NOTE 6- SEGMENTS

The following is a summary of the Company's segment information:

<TABLE>
<CAPTION>

                                                Nine Months          Nine Months        Three months       Three months
                                                  9/30/01              9/30/00            9/30/01             9/30/00
<S>                                             <C>               <C>                   <C>              <C>
Gross Sales
   Restaurants                                     $1,773,121         $1,808,228            $674,571           $864,207
   Food processing                                    513,305            289,796             128,976            168,105
                                                -------------      -------------       -------------      -------------
Total gross sales                                  $2,286,426         $2,098,024            $803,547         $1,032,312
                                                =============      =============       =============      =============
Gross Profit
   Restaurants                                       $162,069           $497,877             $31,191           $162,618
   Food processing                                    179,593             17,742              18,337              6,790
                                                -------------      -------------       -------------      -------------
Total gross profit                                   $341,662           $515,619             $49,528           $169,408
                                                =============      =============       =============      =============

Income (loss) from operations
   Restaurants                                     ($299,048)           $114,995          ($189,241)            $80,879
   Food processing                                  (418,597)          (512,931)           (224,730)          (149,390)
   Corporate                                        (366,546)          (750,830)              37,401          (228,405)
                                                -------------      -------------       -------------      -------------
Total from operations                            ($1,084,191)       ($1,148,766)          ($376,570)         ($296,916)
                                                =============      =============       =============      =============
Total Assets
   Restaurants                                       $572,715         $1,195,224
   Food processing                                    484,050          1,143,732
   Corporate                                        1,243,286            685,644
                                                -------------      -------------
Total assets                                       $2,300,051         $3,024,600
                                                =============      =============

Depreciation & Amortization
</TABLE>


                                       8

<PAGE>

<TABLE>
<S>                                             <C>               <C>                   <C>              <C>
   Restaurants                                        $71,348            $83,102             $28,620            $38,545
   Food processing                                     95,049             33,158              31,200             21,417
   Corporate                                           55,094             15,953              33,711              2,307
                                                -------------      -------------       -------------      -------------
Total                                                $221,491           $132,213             $93,531            $62,269
                                                =============      =============       =============      =============
Interest
   Restaurants                                        $28,149            $76,878             $12,522            $22,890
   Food processing                                      9,462             14,091                 166              7,863
   Corporate                                           90,045            453,668              19,567            171,701
                                                -------------      -------------       -------------      -------------
Total                                                $127,656           $544,637             $32,255           $202,454
                                                =============      =============       =============      =============
</TABLE>


NOTE 7- CONVERSION OF DEBENTURES

During the quarter, the holders of the convertible debentures elected to convert
the debt to common  stock.  As a result,  the  Company  retired  $750,000 of the
convertible debt and issued 1,302,000 shares of common stock.

NOTE 8- ACQUISITION OF CREDIT FACILITY

In  September  2001,  the  Company  acquired a line of credit  with a  financial
institution  for $3.5  million.  Under the terms of the  agreement,  the Company
received the line of credit for acquisition  purposes only. The interest rate on
the line of  credit  is 10% and the  credit  line  matures  in  September  2003.
Currently,  interest is payable on a quarterly basis and principal is payable on
or before the  maturity  date.  In  consideration  for the line of  credit,  the
Company issued 2.5 million warrants exercisable at $1 expiring in September 2003
to the financing institution.

As  a  result,   the  Company  has  recorded  a  deferred  charge  of  $482,273.
Amortization of the deferred charge is based upon the  straight-line  basis over
the term of the line of credit.

NOTE 9-INCOME TAXES


Provision for income taxes is comprised of the following at 9/30/01 and 9/30/00:


                                                      9/30/01         9/30/00

Net loss before provision for income taxes          ($1,040,119)    ($1,196,677)
                                                    ============    ============

Current tax expense:

Federal                                                       $0              $0
State                                                          0               0
                                                    ------------    ------------
Total                                                         $0              $0

Less deferred tax benefit:

Federal loss carry-forward                             (724,590)       (385,095)
Allowance for recoverability                             724,590         385,095
                                                    ------------    ------------
Provision for income taxes                                    $0              $0
                                                    ============    ============

                                       9

<PAGE>

A  reconciliation  of  provision  for  income  taxes  at the  statutory  rate to
provision for income taxes at the Company's effective tax rate is as follows:

<TABLE>

<S>                                                            <C>              <C>
Statutory U.S. federal rate                                            34%             34%
Statutory state and local income tax                                    4%              4%
Less allowance for tax recoverability                                 -34%            -34%
                                                               -----------      ----------
Effective rate                                                          4%              4%
                                                               ===========      ==========

Deferred income taxes are comprised of the following:


Federal loss carry-forward                                      ($724,590)      ($385,095)
Allowance for recoverability                                       724,590         385,095
                                                               -----------      ----------
Deferred tax benefit                                                    $0              $0
                                                               ===========      ==========
</TABLE>

NOTE 10- RESTATEMENT

Subsequent to the issuance of the 10QSB report for the quarter  ended  September
30,  2001,  the Company  became aware of facts not  previously  known to it that
affect the presentation of its accounts receivables and accounts payable for the
second  quarter.  Although the facts have not as yet been fully  documented  and
determined,  sufficient  information is now known by management that such sales,
receivables  and  payables  should  not  have  been  recorded  as  such.   Total
shareholders'  equity  and net  loss are not  affected  by the  amendments  made
herein.

The Company  intends to appoint a committee of independent  directors,  together
with special counsel to the committee,  to undertake an inquiry of the facts and
circumstances  relating to such gross sales,  accounts  receivables and accounts
payables  and the  reasons  for their  recordation  in the Form 10QSB  which was
originally filed on November 20, 2001.

In addition,  certain administrative salaries had been included in cost of goods
sold instead of being included in general and administrative expenses.

As a result of the  foregoing,  the Company has prepared  this  amendment to its
Form 10QSB for the quarter ended September 30, 2001.

The following table sets forth the original  account  balances  reported and the
restated balances for the affected accounts.

                                                    As Reported      As Restated


         Accounts receivable                           $902,904          $33,913
         Accounts payable                            $1,735,327         $866,336
         Food and beverage sales                     $2,452,390       $1,482,879
         Cost of goods sold                          $2,402,245       $1,190,330
         General and administrative expenses           $757,551         $999,955


                                       10
<PAGE>

NOTE 11- PRIVATE FINANCINGS

In September 2001, the Company began a private offering of its common stock,
each unit consisting of one share of common stock and one warrant exercisable at
$1.50 for one share of common stock expiring one year from the date of issuance.
The offering was completed in the fourth quarter of fiscal year 2001 and the
Company received proceeds of approximately $2.2 million dollars and issued 1.1
million shares of common stock and 1.1 million warrants. The Company used the
proceeds of the offering for general working capital and, along with other
Company assets, to acquire a food service distribution entity in Bloomington,
Indiana (Beasley).

NOTE 12- SUBSEQUENT EVENTS

In October 2001, the Company sold the New York restaurant for $44,000 and the
assumption of $292,000 in debt. Under the terms of the agreement, the Company
will retain the catering portion of the restaurant operation and will transfer
the restaurant operations at 23rd street in lower Manhattan.

In October 2001, the Company entered into an agreement to purchase a food
service company and a related transportation company located in the Midwest. The
first phase of the acquisition through a merger of these two companies with a
wholly owned subsidiary of the Company occurred in November 2001.

In October 2001, the Company purchased certain assets and a subsidiary of the
Company, Momentum Food Services, Inc., purchased certain real estate of
Asheville Packing, in Asheville, North Carolina, for approximately $1.6 million.
This acquisition was financed by an unrelated third party undertaking to pay to
the selling parties the $1.6 million purchase price. In consideration for
providing the financing, the third party received 800,000 shares of the Company.
As an inducement to the selling parties accepting the financing of the $1.6
million purchase price, the subsidiary of the Company gave to them a mortgage on
the acquired real estate. The recourse of the selling parties against the
Company or Momentum in the event of non-payment of the financing is limited to
the mortgaged real estate.

Effective December 31, 2001, through its wholly-owned foodservice subsidiaries,
Syndicated Food Service Group, Inc. ("Food Service Group") and Syndicated
Transportation Group, Inc. ("Transportation Group"), the Company effectuated an
Agreement and Plan of Merger and Reorganization with Charles A. Beasley and
Marjorie A. Beasley (the "Beasleys"), Beasley Food Service, Inc. ("Beasley
Food") and Beasley Transportation, Inc. ("Beasley Transportation"). The Beasleys
own 100% of the outstanding capital stock of Beasley Food and Beasley
Transportation.

In January 2002, Syndicated Bloomington I LLC (the "Real Estate Group"), a
wholly-owned subsidiary of the Company, acquired a parcel of land and a 67,000
square foot facility in Bloomington, Indiana for $3.5 million. The facility is
used for the operations of the Food Service Group and the Transportation Group.
In consideration for the real property, the Real Estate Group paid $1.5 million
in cash and the balance was paid by the Real Estate Group's satisfaction of a
mortgage and fixture filing for the benefit of Banc One, Indiana, N.A. which had
a principal balance due and owing of approximately $2.0 million. Additionally,
the Company also satisfied an outstanding credit facility of approximately
$300,000 owed by Beasley. The Real Estate Group obtained funds for the payment
of its obligations by securing a loan from Monroe County Bank which loan is
secured by (i) a mortgage on the property of approximately $2.6 million, (ii)
liens on the accounts receivables and inventory of the Company and (iii) a
guaranty of payment by the Food Group, the Company Chairman and its Chief
Executive Officer.

                                       11
<PAGE>

The aggregate purchase price for the transactions is $7.5 million, of which $2.3
million was paid in cash and the balance paid in a combination of long-term debt
of approximately $1.26 million and 458,716 shares of Company restricted common
stock valued at a negotiated amount of $2.0 million. In September 2001,
International acquired a line of credit with a financial institution for $3.5
million, which is to be used for acquisitions only. Of the cash portion of the
purchase price, $1.5 million was paid by drawing down on the line of credit and
the remaining amount paid from the Company's working capital.

Upon the effectiveness of the merger, in exchange for the shares of Beasley
Transportation and Beasley Food, the Company (a) issued 458,716 shares of Issuer
restricted common stock to the Beasleys, (b) issued a long term promissory note
in the principal amount of approximately $1.266 million (the "Note") in favor of
the Beasleys, and (c) paid $800,000 in cash to the Beasleys. The Note is secured
by a Security Agreement underlying a pledge of 29 trucks owned by the
Transportation Group. The shares are subject to certain transfer restrictions
including a right of first refusal by the Company, and will be held in escrow
pursuant to a Pledge and Escrow Agreement in the event of any misrepresentation
or claim by the Company for indemnification. The Note may also be subject to
set-off in the event of any claim for indemnification by the Company. The Food
Group and the Transportation Group are the surviving entities.

In December 2001, Platinum Funding Corp. (the "Plaintiff") commenced a civil
proceeding against the Company and its Chief Executive Officer, William Keeler,
in the Superior Court of New Jersey Bergen County - Law Division. The complaint
alleges that the Plaintiff factored receivables (owing from the Company) of an
entity known as United Brands LLC in the amount of approximately $438,000 and
relied upon representations of the Company and Mr. Keeler relating to the
transactions at issue. Based upon the current knowledge of the Company, neither
it nor any other party received the goods, which are the subject of the civil
proceeding. The Company has filed an answer to the complaint contesting the
jurisdiction of the court to hear the matter and denying the allegations in the
complaint. This lawsuit relates in part to the gross sales, accounts receivables
and accounts payables that are the subject matter of the restatement described
in Note 8 to the Notes to the Financial Statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Floridino's International Holdings Inc., (the "Company"), was organized in
Florida in June 1997 for the purpose of engaging in any lawful act or activity
in Florida.

The Company, through its wholly-owned subsidiaries, seeks to generate revenue
through two business segments: (i) operating restaurants, and (ii) producing and
selling Italian frozen food products, including frozen pizzas and calzones.
Currently, the restaurant segment is comprised of the operation of one
restaurant located in lower Manhattan. The restaurant is a take-out eatery
mainly servicing the lunch hour demands of surrounding office buildings.

During the quarter, the Company has transferred Floridinos International Inc.,
the Company's manager of the franchising portion of the restaurant segment, to a
former officer and shareholder. The frozen food processing segment produces
calzones, pizzas and pazzo rolls for sale to restaurants, food service outlets,
and institutional accounts, such as schools and prisons.

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General Statement: Factors that may affect future results

With the exception of historical information, the matters discussed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward looking statements under the 1995 Private Securities
Litigation Reform Act that involve various risks and uncertainties. Typically,
these statements are indicated by words such as "anticipates", "expects",
"believes", "plans", "could", and similar words and phrases. Factors that could
cause the company's actual results to differ materially from management's
projections, forecasts, estimates and expectations include, but are not limited
to, the following: Trends in the economy as a whole, which may affect consumer
confidence and consumer demand for the types of food products sold by the
Company; competitive pressures from domestic and foreign processors and
distributors of Italian frozen foods and meat which may affect the nature and
viability of the Company's business strategy; unpredictable changes in growing
conditions inherent in agriculture; other agricultural risks, including those
associated with pesticides, herbicides and disease control and crop protection
efforts; the Company's ability to maintain and expand its distribution base; the
Company's ability to maintain and improve its plants, equipment and
technological systems; changes in the Company's customer base as a result of
competition and/or consolidation of retail grocery chains; risks associated with
governmental regulation and taxation, including the existence or effects of
tariffs; availability and cost of labor employed; changes in industry capacity
and production; the availability, costs and terms of financing, including the
risk of rising interest rates; availability of trade credit and terms with
vendors; the Company's use of financial leverage and the potential impact of
such leverage on the Company's ability to execute its operating strategies; the
ability to maintain gross profit margins; the seasonal nature of the Company's
business and the ability of the Company to predict consumer demand as a whole,
as well as demand for specific items; costs associated with the storage,
shipping, handling and control of inventory; and potential adverse publicity for
the food industry or certain of the Company's food products.

To the extent possible, the following discussion will highlight the relative
activities of the Company's restaurant segment and frozen food segment. In the
discussion, the amounts indicated have been rounded to the nearest thousand.

SEGMENT REPORTING DISCLOSURES:

The Company's business operations are divided into two segments, restaurants
(including franchising activities) and producing Italian frozen foods. The
Company's business segments are based on business units that offer different
products.

I. CONSOLIDATED RESULTS OF OPERATIONS

The Company's auditors have expressed significant doubt as to the Company's
ability to continue to operate as a going concern because of the significant
losses that have been incurred in the last two fiscal years. Management's plan
to address these concerns is described below.

The Company closed all of its restaurants except for Floridino's New York as of
March 31, 2001. In addition, in March 2001, the Company combined its plant
operations in Palm City, Florida with its plant in Lakeland, Florida, in order
to achieve greater efficiencies for Italian style frozen foods processing. The
institutional business done by the Palm City plant will be transferred to the
Lakeland plant and no additional overhead costs are expected to result from the
transfer.

The Company began a private offering of units in January 2001, each unit
consisting of one share of common stock and a warrant to purchase one share of
common stock at $1.50 per share for a period of one year from

                                       13
<PAGE>

the date of issuance. During the third quarter ended September 30, 2001,
approximately $65,000 was raised, the proceeds of which were used for general
working capital. There were nine accredited investors in the offering, each of
whom were provided with, or otherwise had access to, information, including
financial, concerning the Company.

Commencing in September 2001, the Company began another private offering of up
to $2.5 million of its securities to accredited investors only. Between October
and December 2001, the Company raised approximately $2.2 million through the
sale of approximately 1.1 million shares of its common stock and warrants to
purchase up to approximately 1.1 million shares of common stock at $1.50 per
share for a period of one year from the date of issuance. There were 17
accredited investors in this offering, all of whom were provided with, or
otherwise had access to, information, including financial, concerning the
Company.

The Company is seeking additional financing from investment banks for the
purpose of acquiring various food service distribution companies located in the
central and southeastern United States. The management of the Company has
performed due diligence audits of the prospective companies and has presented a
business plan. The Company's current management has extensive experience in the
food service distribution industry and intends to use this expertise in
developing the expected synergies that would result from a combination of the
prospective companies less than one entity. In addition, the Company would
introduce its current Italian frozen food line as a product line in these
entities and thereby increasing the efficiency of the frozen foods plant.

In September 2001, the Company obtained a $3.5 million line of credit with a
financial institution. Under the terms of the agreement, the line of credit is
to be used for acquisition purposes only. The interest rate on the line of
credit is 10% per annum payable quarterly maturing in September 2003. In
consideration for obtaining the line of credit, the Company issued warrants for
2, 500,000 shares of common stock warrants exercisable at $1.00 per share until
September 2003. The first draw down on the line of credit was for $1.5 million
to be used for the purchase of a food service company and a related
transportation company located in the Mid-west with annual revenues in excess of
$18.0 million. The first phase of the acquisition through a merger of these two
companies with a wholly owned subsidiary of the Company occurred as of December
31, 2001. The $1,500,000 from the credit line will be used to purchase real
property from the shareholders of these two companies by the end of the current
fiscal year. The ability of the Company to secure additional financing for
acquisitions cannot be assured at this time. The eventual outcome of the success
of management's plans cannot be ascertained with any degree of certainty.

COMPARISON OF OPERATING RESULTS (ROUNDED TO THE NEAREST THOUSANDTH):

NINE MONTHS CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME:

During the period, the Company's consolidated gross sales were $2,286,000
compared to $2,098,000 generated for the same period in fiscal 2000, a 9%
increase. Gross profits were $341,000 for the period as compared to $516,000 for
the same period in fiscal 2000. Gross profits as a percent of gross sales
decreased from 25% to about 15%. The closing of the restaurants, which
historically had a higher gross profit percentage, and the emphasis on Italian
food production, which have a lower gross margin, contributed to the decrease.
In addition, catering sales of the New York restaurant has increased in relation
to regular sales. At September 30, 2001, gross catering sales comprised
approximately 40% of gross restaurant sales. The gross margin percentage on
catering sales is 3%. This fact has also contributed to the decrease in the
consolidated gross profit percentage.

General and administrative  expenses for the period were $1,426,000  compared to
$1,664,000  in the same

                                       14

<PAGE>

period of 2000, a decrease of 14%. The decrease in general and administrative
costs is generally attributed to the contraction of the restaurant segment in
addition to management's efforts to streamline corporate operations. Corporate
overhead decreased from $751,000 in the nine-month period to $337,000 in the
same period in fiscal 2000 as a result of management's efforts.

Deducting general and administrative costs, the Company experienced a loss from
operations of $1,084,000 as compared to a loss of $1,149,000 for the same period
in fiscal 2000, or a decrease of approximately 6%.

The Company realized trading gains from common stock investments of $112,000
during the period. The stock investments are accounted as "trading securities"
as defined by SFAS No. 115, Accounting for Debt and Equity Instruments, which
recognizes the unrealized gains or losses from such investments as "Other income
or expenses" in the statement of operations.

During the period, the Company sold some restaurant equipment with a book value
of $94,000 for $145,000 recognizing a book gain on the sale of $51,000.

Interest expense has decreased substantially from the same period in fiscal 2000
from $545,000 to $128,000 or a decrease of 77%. Interest expense in the same
period in fiscal 2000 includes approximately $375,000 of the amortization of the
beneficial conversion feature associated with the convertible debentures issued
in October 1999. The beneficial conversion feature was fully amortized in
October 2000.

Net loss for the period was $1,040,000 compared to a loss of $1,197,000 for the
same period in fiscal 2000. On a per share basis, loss per share decreased from
$0.16 at September 30, 2000 to $0.14 at September 30, 2001.

THREE MONTHS CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME:

During the period, the Company's consolidated gross sales were $804,000 compared
to $1,032,000 generated for the same period in fiscal 2000, a 22% decrease.
Gross profits were $60,000 for the period as compared to $169,000 for the same
period in fiscal 2000, a 65% decrease. Gross profits as a percent of gross sales
decreased from 16% to 6%. The closing of the restaurants, which historically had
a higher gross profit percentage, and the emphasis on Italian food production
served to decrease the percentage. In addition, catering sales have increased in
the restaurant segment as opposed to the traditional restaurant sales. The gross
margin percentage on catering sales is 3% as opposed to an historical 25%.

General and administrative expenses for the period were $326,000 compared to
$466,000 in the same period in fiscal 2000, a decrease of 14%. The decrease in
general and administrative costs is primarily attributed to the contraction of
the restaurant segment. Because of fewer restaurants, managing costs such as
travel, maintenance, telephone and related expenses have decreased.

After deducting general and administrative costs, the Company experienced a loss
from operations of $376,000 as compared to a loss of $297,000 for the same
period in fiscal 2000.

Interest expense decreased substantially from the period 2000 from $202,000 to
$32,000 in the same period of 2001. Interest expense in the third quarter of
2000 includes $195,000 of interest amortization of the beneficial conversion
feature recognized when the convertible debentures were issued. The beneficial
conversion feature was fully amortized in October 2000.

Net loss for the period was $411,000 compared to a loss of $535,000 for the same
period in fiscal 2000. On a

                                       15

<PAGE>

per share basis, loss per share decreased to $0.05 per share in the quarter
ended September 30, 2001 from $0.07 per share for the same quarter in fiscal
2000.

NINE-MONTH RESULTS FOR RESTAURANT SEGMENT:

Gross sales of the segment decreased to $1,773,000 for the period from
$1,808,000 for the same period in fiscal 2000, or 2%. Gross profits decreased to
$162,000 from $498,000, or 67%. Gross profits as a percentage of gross sales
decreased to 9% from 28%. The Company began providing catering sales in late
fiscal year 2000. The gross margin percentage on catering sales, which is
included in the restaurant segment, is 3% as opposed to the historical 25%
received on traditional restaurant sales.

Depreciation costs for the restaurant segment slightly decreased to $71,000 from
$83,000 in the same period in fiscal 2000. The decrease can be attributed to the
closing of the unprofitable restaurants earlier in the current fiscal year. The
depreciation expense of the segment is attributable to the fixed assets and
improvements made to the New York restaurant. Improvements made in 1999 to the
restaurant were approximately $602,000 and the cost is being depreciated over a
period of ten years.

The restaurant segment lost $299,000 for the nine-month period as compared with
a gain of $115,000 for the same period in fiscal 2000.

In October 2001, the Company sold the assets of the restaurant in New York City
for $44,000 and the assumption of $292,000 in debt. However, the Company will
continue its catering operations. Management expects that the catering
operations to operate profitably immediately since traditional fixed overhead
costs associated with a restaurant are immaterial and most of the costs
associated with catering are variable. The gross margin expected on the sales is
3%.

THREE-MONTH RESULTS FOR THE RESTAURANT SEGMENT:

Gross sales of the segment decreased to $675,000 for the period from $864,000
for the same period in fiscal 2000, or a decrease of 22%. Gross profits
decreased to $31,000 from $163,000, or 81%. Gross profits as a percentage of
gross sales decreased to 5% from 19%. The Company began providing catering sales
in late fiscal year 2000, which, in fact, now comprise most of the segment's
gross sales. The gross margin percentage on catering sales is 3% and has caused
the gross profit percentage to significantly decline. The traditional
restaurants, most of which were closed, provided a 25% gross profit percentage
on average.

Depreciation costs for the restaurant segment slightly decreased to $29,000 from
$39,000 in the same period in fiscal 2000. The decrease can be attributed to the
closing of three unprofitable restaurants and the sale of the restaurant
equipment.

The restaurant segment lost $189,000 for the quarter ended September 30, 2001 as
compared with a gain of $81,000 for the same period in fiscal 2000.

NINE-MONTH RESULTS FOR FROZEN FOODS PROCESSING:

The segment generated sales of $513,000 for the period as compared to $290,000
in fiscal 2000, an increase of 77%. Gross profits as a percent of gross sales
were 35% as compared 6% in the same period in fiscal 2000 as a result of
management's efforts to streamline plant operations and increase economies of
scale. In October, the Company moved the segment's operations to Asheville,
North Carolina in order to achieve greater efficiencies in plant operations.
Management expects to reduce segment overhead by combining unused plant

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<PAGE>

capacities in Lakeland and Asheville. Management expects the gross profit
percentage to significantly increase as a result of the relocation within the
coming four quarters.

The frozen food processing segment showed a loss for the period of $419,000 as
compared to $513,000 for the same period fiscal 2000. Management expects that
its relocation of the segment to Asheville will enable the segment to operate
more efficiently. In addition, management expects that the relocation will
expand the segment's pool of potential institutional clients for its products,
however no assurance can be given that the segment will achieve profitability
within the coming fiscal year at this time.

In October 2001, the Company through a wholly owned subsidiary, acquired certain
assets, including real property, of a food service company located in Asheville,
North Carolina and at the end of December 2001, moved the operations of its
Lakeland plant to that facility. In November 2001, the Company through a merger
between a wholly owned subsidiary and a holding company acquired a food service
company and related transportation company located in the Mid-west which have
annual revenues in excess of $20,000,000. Real estate owned by the shareholders
of these companies will also be acquired in the fourth quarter of fiscal 2001.
It is management's intention to introduce its Italian frozen food products to
these newly acquired subsidiaries for sale to its current customer base. This is
expected to enable the Company to expand its frozen food product sales quickly
as opposed to a slow growth of a customer base. Management cannot estimate at
this time the amount of sales of Italian frozen food products that may be
achieved as a result of these new acquisitions.

THREE-MONTH RESULTS FOR FROZEN FOODS PROCESSING:

The frozen food segment generated sales of $129,000 for the period as compared
to $168,000 in fiscal 2000, a decrease of 23%. The segment's gross profits as a
percent of gross sales were 14% as compared 4% in fiscal 2000. Management
expects gross sales for the segment to increase as a result of the move to
Asheville. Management plans to utilize the existing sales force of the Asheville
food service operations to increase the gross sales of this segment.

The increase in the gross profit percentage is attributable to management's
efforts to streamline the operations and from transferring the operations of the
closed Triton plant to the Lakeland plant. All operations have since been or are
in the process of being transferred to the new facility in Asheville, North
Carolina. (See the discussion above)

The frozen food processing segment showed a loss for the period of $225,000 as
compared to $149,000 for the same period in fiscal 2000.

DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2001, the Company had a working capital deficit of $2,075,000
as compared to a working capital deficit of $2,187,000 at December 31, 2000. See
the following for a discussion of the changes in cash for the nine month period
ended September 30, 2001.


                                       17

<PAGE>

On a consolidated basis, cash on hand was $2,000 as compared with $34,000 at
December 31, 2000. During the period ended September 30, 2001, the Company's
operations used cash of $333,000. The Company sold plant equipment for $145,000
during the nine-month period and spent $24,000 on leasehold improvements.

During the nine-month period, the Chairman and major shareholder of the Company
and other unrelated parties advanced the Company $358,000. The advances are
unsecured and at no stated interest. During the third quarter, the Company paid
the balance due on five equipment leases or, $108,000 and paid $230,000 of debt.

The Company received proceeds of $65,000 and issued 32,500 shares of common
stock during the nine-months ended September 30, 2001. In addition, the Company
received $96,000 of subscriptions to 48,000 shares of common stock in an
offering beginning on September 30, 2001. During October, the Company received
an additional $1.6 million for 800,000 units towards this offering.


The Company's total stockholders' deficit decreased from $1,124,000 at December
31, 2000 to a deficit of $690,000 at September 30, 2001. The decrease in the
deficit is the result of a loss from operations of $1,010,000 from operations.
In addition, the holders of the convertible debentures exercised their
conversion rights and were issued 1,302,000 shares of common stock to retire
$750,000 of debt in July 2001. The Company also received $65,000 for issuing
32,500 shares of common stock in March 2001. The Company also issued 32,000
shares of common stock to officers and consultants during the nine-month period.
The value of the shares issued was $30,500. During September 2001, the Company
received $96,000 in subscriptions to its stock and warrant offering begun in
September 2001. The Company is seeking to raise $5 million by offering 2.5
million units. Each unit includes one share of stock and one warrant exercisable
at $1.50 expiring in two years. The Company received an additional $1.6 million
in October 2001 and sold an addition 800,000 units. The Company intends the
proceeds of its offering to fund its food service acquisition plans.

In September 2001, the Company acquired a line of credit with a financial
institution for $3.5 million, which is to be used for acquisitions only. To
date, $1.5 million was used to pay a portion of (i) the merger costs and
payments due in connection with the acquisition of Beasley Food, and (ii)
certain land and a 67,000 foot facility in Bloomington, Indiana.

Under the terms of the agreement, the Company received the line of credit for
acquisition purposes only. The interest rate on the line of credit is 10% and
the credit line matures in September 2003. In consideration for the line of
credit, the Company issued 2.5 million warrants exercisable at $1 expiring in
September 2003 to the financing institution.

As a result, the Company has recorded a deferred charge of $482,273.
Amortization of the deferred charge is based upon the straight-line basis over
the term of the line of credit.

The Company expects to fund current operations though the proceeds received from
the private offering of its securities and the exercise of warrants. However, no
assurances can be given that all 2,500,000 units will be sold in the private
placement offering or that any of the Company's outstanding warrants will be
exercised. Until cash flow from its businesses can adequately fund its working
capital needs, the Company will be required to seek additional financing to fund
its operations from other sources, the availability of which cannot be assured.

                                       18

<PAGE>


PART II - OTHER INFORMATION.

1.       Legal Proceedings.

         See Note 11 to Notes to Financial Statements

2.       Changes in Securities and Use of Proceeds.

         See Note 9 to Notes to Financial Statements

3.       Defaults upon Senior Securities.

         None

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

         None

5.       Other Information.

6.       Exhibits and Reports on Form 8-K.

         An 8-K with respect to Item 2  (Acquisition  or  Disposition of Assets)
         and Item 5 (Other events) was filed on December 12, 2002.


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                                   SIGNATURES




Dated: March 22, 2002                                /s/ Thomas P. Tanis, Jr.
                                                     ---------------------------
                                                     Thomas P. Tanis, Jr.
                                                     Authorized Signatory




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