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

                                  FORM 10-QSB/A
   ---------------------------------------------------------------------------

[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
   ---------------------------------------------------------------------------
                                 (863) 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, 2000, there were 7,707,000 shares of the Registrant's common
stock issued and outstanding:

25,000,000 shares authorized, $.001 par value  7,707,000 issued and outstanding


<PAGE>

INDEX

PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>       <C>                                                                                        <C>
Item 1.   Unaudited Financial Statements............................................................
             Unaudited Consolidated Balance Sheet...................................................  3
             Unaudited Consolidated Statement of Operations.........................................  5
             Unaudited Consolidated Statement of Cash Flows.........................................  7
             Unaudited Consolidated Statement of Changes in Stockholders' Equity....................  9
             Notes to the Financial Statements...................................................... 10

Item 2.   Management's Discussion And Analysis or Plan of Operations................................ 19

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings......................................................................... 28

Item 2.   Changes in Securities..................................................................... 28

Item 3.   Defaults upon Senior Securities........................................................... 28

Item 4.   Submission of Matters to a Vote of  Security Holders ..................................... 28

Item 5.   Other information......................................................................... 28

Item 6.   Exhibits and Reports on Form 8-K ......................................................... 28

SIGNATURE .......................................................................................... 29
</TABLE>

                                        2


<PAGE>

PART I - FINANCIAL INFORMATION
Item 1.   Financial Statements

                     FLORIDINO'S INTERNATIONAL HOLDINGS INC.
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                 AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                                   As Restated
                                   -----------


                                                  9/30/99             12/31/98
                                                -----------         -----------
 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
                                                -----------         -----------
   Total Current Assets                             475,748              42,411


 Property and Equipment:
   Equipment                                      1,403,748             402,191
   Leasehold Improvements                           735,116             323,077
   Less accumulated Depreciation                   (348,691)           (213,246)
   Land                                             320,000                   0
   Organization costs (net of
       amortization)                                  3,215               6,859
   Other Assets                                      74,814              79,906
                                                -----------         -----------
          TOTAL ASSETS                          $ 2,663,950         $   641,198
                                                ===========         ===========


 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdrafts                               $         0         $    19,903
Accounts payable and accrued expenses               380,113             310,555
  Accrued Payroll and related expenses               10,931              93,989
  Loans payable - stockholder                             0             152,799
   Current portion of lease obligations              93,917               6,490
   Current portion of long term debt                268,920             313,728

                                        3


<PAGE>

                                                -----------         -----------
 Total Current Liabilities                          753,881             897,464


Long term debt:
 Lease Obligations                                  139,498              42,710
 Long term notes and mortgages                      606,374              71,584
 Convertible promissory note
         payable (net)                              166,666                   0
                                                -----------         -----------
TOTAL LIABILITIES                                 1,666,419           1,011,758

STOCKHOLDERS' EQUITY
Common stock, par value $.001;
 25,000,000 shares authorized,
 7,707,000 shares issued and
 outstanding at September 30, 1999 and
 4,259,000 at December 31, 1998                       7,707               4,959
 Additional Paid- in Capital                      2,901,743             884,657
Accumulated Deficit                              (1,911,919)         (1,260,176)
                                                -----------         -----------
 Total Stockholders' Equity                         997,531            (370,560)
                                                -----------         -----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                            $ 2,663,950         $   641,198
                                                ===========         ===========




  The accompanying notes are an integral part of these financial statements.

                                        4





<PAGE>

                     FLORIDINO'S INTERNATIONAL HOLDINGS INC.
                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
                   NINE MONTHS ENDED SEPTEMBER 30,1999 & 1998
                                   As Restated

                                                       NINE MONTHS ENDED
                                                         SEPTEMBER 30
                                                    1999                1998
                                                -----------         -----------
REVENUES
  Food/Beverage Sales                           $   819,022         $ 1,277,397
  Franchise Fees                                     24,122              59,500
  Royalty Fees                                       28,943              27,154
                                                -----------         -----------
  Total Revenues                                    872,087           1,364,051

  Costs of goods sold                              (540,243)           (819,128)
                                                -----------         -----------
  Gross Profits                                     331,844             544,923


OPERATING EXPENSES:
  Selling, general
    and administrative                           (1,191,324)         (1,049,129)
                                                -----------         -----------

Loss from
   Operations                                      (859,480)           (504,206)

OTHER INCOME (EXPENSE):
  Unrealized gain on
    short term invest                               160,929                   0
  Interest Expense                                  (16,826)            (11,926)
                                                -----------         -----------
Net loss before
Extraordinary item and
Income tax provision                               (715,377)           (516,132)


                                        5


<PAGE>



Provision for Income taxes                                0                   0
                                                -----------         -----------

Income(loss) before extraordinary item             (715,377)           (516,132)
                                                -----------         -----------

EXTRAORDINARY ITEM:
  Gain or early
  extinguishment of debt                             96,415                   0

Less tax effect                                     (32,781)                  0
                                                -----------         -----------
                                                     63,634                   0
                                                -----------         -----------

NET LOSS                                        $  (651,743)        $  (516,132)
                                                ===========         ===========


NET LOSS PER SHARE:
 Basic:
  Loss from
    continuing operations                       $      (.12)        $     (0.20)
  Gain from
    extraordinary items                                0.01                0.00
                                                -----------         -----------
Net loss per share                              $      (.11)        $     (0.20)
                                                ===========         ===========
Weighted average shares
   outstanding                                    5,827,915           2,618,000
                                                ===========         ===========


  The accompanying notes are an integral part of these financial statements.

                                        6


<PAGE>

                     FLORIDINO'S INTERNATIONAL HOLDINGS INC.
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                        NINE MONTHS ENDED SEPTEMBER 30TH
                                  As Restated

                                                         September 30,
                                                   1999                 1998
                                                -------------------------------

  CASH FLOWS FROM
  OPERATING ACTIVITIES:
    Net Loss                                   $  (651,743)        $  (516,132)

    Adjustments to reconcile net
      loss to net cash provided by
      (used in) operating activities:
      Depreciation and amortization                139,088              72,203
      Compensation expense paid by
        issuing common stock                        90,000                   0
      Unrealized gain on short
        term investment                           (160,929)                  0
   Changes in other assets and
    liabilities:
     Royalties receivable                           (4,478)              7,595
     Inventory                                       2,548              18,536
     Short term investments                        (98,500)                  0
     Other assets                                    5,092              (7,409)
     Deferred franchise fee revenue                      0             (59,500)
     Accounts payable and accrued exp.              69,558               5,850
     Accrued payroll and related exp.              (83,058)             38,033
                                               -----------         -----------
   Net cash used by operations                    (692,422)           (440,824)

  CASH FLOW FROM
  INVESTING ACTIVITIES:
   Purchase of land                               (320,000)                  0
   Purchase and acquisition of property
    and equipment                                  (55,153)            (26,174)
                                               -----------         -----------

                                       7


<PAGE>


Net cash used by
    investing activities                          (375,153)            (26,174)
                                               -----------         -----------

  CASH FLOWS FROM FINANCING
  ACTIVITIES:
   Proceeds from issuance of convertible
    promissory note                                500,000             300,000
   Proceeds from promissory note                   500,000
                                               -----------         -----------
   attributed to the conversion feature
   Decrease (increase) in loans payable                  0                   0
      to stockholders                             (152,799)             44,861
   Payment of bank overdrafts                      (19,903)             (1,144)
   Increase of common stock upon exercise
     of warrants                                   346,500             200,000
   Issuance of common stock through
     secondary offering                          1,000,000                   0
     Payment of short-term debt                   (184,713)           (329,364)
     Long-term debt (paid) received               (249,532)            572,191
                                               -----------         -----------
  Net cash provided by (used by)
  financing activities                           1,239,553             486,544

  NET INCREASE IN 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.

                                        8


<PAGE>



                     FLORIDINO'S INTERNATIONAL HOLDINGS INC.
       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                FROM DECEMBER 31, 1998 THROUGH SEPTEMBER 30, 1999
                                   As Restated
                                  ------------

<TABLE>
<CAPTION>
                                          Common Stock                                       Paid in             Retained
                                    Shares            Amount                                 Capital             Deficit
                                    ------            ------                                 -------             -------
<S> <C>   <C>                     <C>              <C>                                    <C>                 <C>
Bal. 12/31/98                     4,959,000        $     4,959                            $   884,657         ($1,260,176)


Issuance of
Stock upon
Exercise of
Warrants                            558,000                558                                345,942

Issuance of
Stock for
Compensation                        140,000                140                                 89,860

Issuance of
Common Stock                      2,000,000              2,000                                998,000

Issuance of common
stock for real estate                50,000                 50                                249,950

Proceeds of
promissory note
attributable
to conversion
feature                                                                                       333,334

Net loss
                                         --                 --                 --                  --            (651,743)
Bal. 9/30/99                      =========        ===========         ==========         ===========         ===========
                                  7,707,000        $     7,707                            $ 2,901,743         $(1,911,919)


Total stockholders' equity is $997,531
</TABLE>

                                        9


<PAGE>

                    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 Winter Haven, Florida that
was closed in September 1999.

Hard Ball Cafe, Inc.- a restaurant located in Winter Haven, Florida that was
closed in April 1999.

Floridino's Home of the Calzone, Inc.- a restaurant located in Lakeland, Florida
that was closed in May 1999.

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

Floridino's of Bartow, Inc.- a restaurant located in Bartow, Florida that was
closed in December 1998.

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, Inc.- a restaurant located in New York, New York, formerly Zoop
Soups, Inc. This restaurant was reopened in 1999 after a period of
reconstruction.

Floridino's of Lakeland, Inc. - a restaurant located in Lake Wales, Florida
incorporated in September 1997. This restaurant was closed in late 1998 and
reopened after construction in 1999.

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.


                                       10


<PAGE>


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. As per Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
and Equity Securities", the Company classifies this investment as a "trading
security" and accordingly, the investment is recorded at fair market value at
September 30, 1999.

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.


                                       11


<PAGE>


Extraordinary items- During the nine months ended September 30, 1999, the
Company extinguished certain long-term debt. The difference between the carrying
value of this debt and the settlement amount 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 that were incurred
during the formation of the Company and are being amortized over a period of
sixty months.

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.

Sales of frozen foods are recorded when the goods are delivered. Cost of sales
of frozen foods are recorded using the absorption cost method and are recorded
at the time when the corresponding goods have been recorded as sold.

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
ended September 30, 1999 and 1998, the Company experienced, and continues to
experience, certain going concern and liquidity problems. The Company has
incurred net losses of $651,743 and $516,132 for the nine months ended September
30, 1999 and 1998, respectively. This condition raises substantial doubt as 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 formalized in fiscal year 1998, closed the
restaurant segment that had proven to be unprofitable. The Company had planned
to develop a new restaurant segment under new management with more emphasis on a
"fast food/self-service" theme.

In addition, during the nine months ended September 30, 1999, the Company raised
proceeds of approximately $1.85 million dollars through a Regulation D, Rule 505
offering, the exercise of common stock warrants, and a convertible promissory
note offering. These funds were and are being


                                       12


<PAGE>


used to satisfy the Company's debt, reconstruct and improve current restaurant
space and to complete the construction and purchase of its food manufacturing
plant and adjacent land.

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- Closed Restaurants

Through September 30, 1999, the Company has completed its plans to close the
operations of unprofitable restaurants. 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.


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 under operating leases. At September 30, 1999,
total future minimum lease payments under these operating leases are as follows:


                                       13


<PAGE>


September 30th,
            2000                                            $109,058
            2001                                              90,278
            2002                                              58,200
            2003                                              30,000
            2004                                              32,500
            Thereafter                                       165,000
                                                            --------
            Total future minimum
            lease payments                                  $485,036
                                                            ========

Note 7- Common Stock Transactions

During the nine months ended 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. The
exercise period of the warrants had been extended to March 31, 1999 and the
exercise price was lowered to $.50 by management.

In August 1999, the Company issued 40,000 shares of common stock to a director
of the Company for consulting services (See Note 11 for further discussion).

In August 1999, the Company issued 100,000 shares of common stock in return for
services rendered by consultant. (see Note 11 for further discussion).

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

In May 1999, the Company issued 50,000 shares of preferred stock to an officer
of the Company in exchange for real estate transferred to the Company. The fair
market value of the real estate at the date of the transaction was $639,000 and
mortgages and liens on the properties assumed were $389,000. It was subsequently
determined that the Company's articles precluded the issuance of preferred stock
and they were subsequently cancelled by the Company. An equal number of shares
of common stock, less 12,000 shares previously returned to the Company will be
issued in their stead.

Note 8- Convertible Promissory Note

In September 1999, the Company received net proceeds of $500,000 and in October
1999 additional net proceeds of $250,000 from the sale of a $750,000 convertible
promissory note to one investor resulting in the issuance of one convertible
promissory note for $750,000. The promissory note 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 common stock at the time of
conversion. As a result, $333,334 has been recognized as a beneficial conversion
feature and is recorded as "debt


                                       14


<PAGE>


discount" included in convertible debt payable. The debt discount is being
amortized over a period of one year using the effective interest method.

The promissory note is payable September 30, 2001 with interest computed at 9.0%
payable semi-annually.

Note 9- Convertible Preferred Stock

In May 1999, the Company issued 50,000 shares of preferred stock to an officer
of the Company in exchange for real estate transferred to the Company. The fair
market value of the real estate at the date of the transaction was $639,000 and
mortgages and liens on the properties assumed were $389,000. The preferred stock
is convertible into 50,000 shares of common stock at $5.00 per share beginning
in May 2000.

In September 2000, it was determined that the Company's articles of
incorporation precluded the issuance of preferred stock. The shares of preferred
stock were cancelled and an equal number of shares of common stock will be
issued in their stead.

Note 10- Long Term Debt

The Company has signed promissory notes in connection with certain
reconstruction costs and lease termination agreements incurred in 1999 and, in
addition, has assumed certain long term real estate mortgages associated with
the transfer of common stock discussed in Note 7. There are no sinking fund
requirements associated with the long term debt. The following is a listing of
long term debt as of September 30, 1999.

                   Rate      Amount        Maturity
                   ----      ------        --------

Notes Payable      8.25%     342,749        10/31/00
Mortgages          9.00%     133,349            2007
Mortgages         10.00%     130,276            2007
                            --------
Totals                      $606,374
                            ========

The notes payable were entered into on August 31, 1999 and a balloon payment for
principal and interest is due on January 1, 2002. Notes payable of $238,020 are
due to the Company's majority stockholder and Chairman of the Board and are more
fully disclosed in Note 10.


                                       15


<PAGE>

Note 11- Related Parties

The Company is indebted to its majority stockholder and Chairman of the Board
for the cost of certain reconstruction and lease agreements associated with the
New York restaurant incurred during 1999. The notes payable were entered into on
August 31, 1999 and carry an interest rate of 8.25%. At September 30, 1999, the
Company had notes payable to the majority stockholder and Chairman of the Board
of $238,020 due on October 31, 2000 for the reconstruction costs. This debt is
included in "Long term notes and mortgages" on the Balance Sheet. In addition,
the Company had notes payable to the majority stockholder and Chairman of the
Board of $65,388 due in fiscal 2000 for eight months of unpaid lease payments on
the restaurant located in New York City. These notes payable are included in
"current portion of long- term debt" on the Balance Sheet and in general
administrative expenses in the Statement of Operations. The notes payable are
due by a "balloon payment" of principal and interest at the maturity date which
is January 1, 2002.

In August 1999, the Company issued 40,000 shares of common stock to a director
of the Company in return for consulting services rendered in early 1999.
Management has recorded $26,000 for the issuance of these shares as consulting
expense as part of general, selling and administrative expense in the Statement
of Operations.

In August 1999, the Company issued 100,000 shares of common stock to a
consulting firm that is responsible for developing and managing the Company's
food processing plant in Winter Haven, Florida. Management has recorded $64,000
for the issuance of these shares as consulting expense as part of general,
selling, and administrative expense in the Statement of Operations.

The consulting firm is responsible for the management of the production facility
and development of the Company's frozen food segment. The term of the agreement
is for five (5) years. In consideration of such services, this consultant
received 100,000 shares of common stock, as noted above, upon execution of the
agreement. The Company will compensate the consultant with common stock warrants
each of the remaining four years of the agreement which will entitle the
consultant to purchase 100,000 shares of the Company's common stock at an
exercise price of $2.00 per share during the second year of the agreement, $3.00
per share during the third year of the agreement and $4.00 per share during the
fourth and fifth years of the agreement. These warrants will not be granted or
vest until the production facility achieves certain profitability levels. This
consulting agreement was cancelled by management in July 2000.


                                       16


<PAGE>


Note 12- Subsequent Events

In October 1999, the Company completed its $750,000 convertible promissory note
offering initiated in September 1999 resulting in additional proceeds
to the Company of $250,000 in October 1999 and the issuance of one convertible
promissory note for $750,000. The promissory note contains the same terms and
provisions discussed in Note 8.

Note 13 - Segments

The following is a summary of the Company's segment information for the nine
months ended September 30, 1999 and 1998:

                                             9/30/99             9/30/98
                                           -----------         -----------
Gross sales:
Restaurants                                $   840,481         $1,364,051
Food processing                                 31,606                  0
                                           -----------         ----------

Total sales                                $   872,087         $1,364,051
                                           ===========         ==========
Gross profit:
Restaurants                                $   324,259         $  544,923
Food processing                                  7,585                  0
                                           -----------         ----------

Total gross profit                         $   331,844         $  544,923
                                           ===========         ==========
Loss from  operations:
Restaurants                                  ($262,495)         ($362,227)
Food processing                               (360,061)                 0
  Corporate                                   (236,924)          (141,979)
                                           -----------         ----------

Total loss                                   ($859,480)         ($504,206)
                                           ===========         ==========

Total assets:
Restaurants                                $ 1,096,126         $  513,397
Food processing                                431,680                  0
Corporate                                    1,136,144            127,801
                                           -----------         ----------

Total assets                               $ 2,663,950         $  641,198
                                           ===========         ===========


                                       17


<PAGE>


Note 14- Other Comprehensive Income

The Company has no other comprehensive income for the nine months ended
September 30, 1999.

Note 15- Earnings Per Share

The Company applies SFAS No. 128, Earnings per share. In accordance with SFAS
No. 128, basic net income per share has been computed based on the weighted
average of common shares outstanding.

Note 16- Non- cash transactions

Certain non-cash transactions executed during the nine month period ended
September 30, 1999 have been excluded from the Statement of Cash Flows. These
transactions include the following:

During the period, reconstruction at Floridino's, Inc. was financed by the
Chairman of the Board and by a general contractor. The value of the
reconstruction, recorded as a leasehold improvement, is $535,227. The Company
issued unsecured notes payable to the Chairman and to the general contractor for
$535,227, which come due in fiscal year 2000 and carry an interest rate of
8.25%.

During the period, an officer transferred property to the Company in exchange
for common stock (see Note 7). The fair market value of the property recorded
was $639,000 and the fair value of the short and long-term debt liabilities
assumed were $389,000.

During the period, the Company acquired equipment by entering into capital lease
contracts. The value of the assets acquired and the short and long-term lease
liabilities were $184,215.

During the period, the Company issued 100,000 shares of common stock to an
outside consultant that were valued at $64,000 and 40,000 shares of common stock
to a director of the Company that
were valued at $26,000 for services rendered.

Note 17-  Restatement

Subsequent to the filing of the Form 10-QSB for the quarter ended September 30,
1999, management determined that the accounting for the $750,000 convertible
promissory note and the accounting for the acquisition on November 1, 1998
required restatement. The accounting for these events affected the balance
sheet, the statement of cash flows and changes in stockholders' equity. The
following table indicates the accounts that have been affected by the
restatement:

                                               As Restated           As Reported
                                               -----------           -----------
Convertible Promissory Note                      $  166,66           $  300,000
Paid- in Capital                                $2,901,743           $2,436,513
Retained Earnings                              ($1,911,919)        ($1,829,973)


                                       18


<PAGE>


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

As noted by our auditors report dated October 12, 1999 on the financial
statements as of December 31, 1998 and December 31,1997, there is a substantial
doubt raised about the ability of the Company to operate as a going concern
based upon the substantial losses that the Company has incurred. As noted, the
Company's plans to address this issue were to close all unprofitable restaurants
during fiscal 1999 and to raise additional capital through a private offering of
securities. These funds were to be used to satisfy outstanding debt of the
closed restaurants, to fund the reconstruction of the frozen food processing
plant in order to satisfy the demand requirements of the potential buyers of the
Company's products, and to hire experienced employees and independent
contractors to manage and upgrade the existing restaurant segment and frozen
food plant. It is estimated that the Company will need approximately $100,000 to
finish construction of the frozen food plant.

During the nine months ended September 30, 1999, the Company raised (i)
$1,000,000 in a private offering of common stock, (ii) $500,000 in an offering
of $750,000 of convertible promissory notes, and (iii) $346,500 upon the
exercise of common stock warrants. The Company used the proceeds from the
exercise of warrants primarily to satisfy approximately $166,000 of outstanding
long-term debt attributable to the closed restaurants. As of the original date
of this report, $159,112 of debt, was currently in default and remained
unsatisfied. This debt was satisfied in May 2000.

In addition, the Company used proceeds from the promissory note offering to
purchase the frozen food plant including $320,000 to purchase the land adjacent
to the plant in order to satisfy future expansion plans. The Company expended
approximately $775,000 during this time in order to upgrade and equip the plant
facility and existing restaurant space from the proceeds of the private
placement offering in July 1999. In the fourth quarter of fiscal 1999, the
capital project for the plant was completed and a product testing phase from
potential customers began and was successfully completed. The plant became
operational in November 1999 and began receiving orders for its product in
January 2000.

In addition to the plant improvements and equipment acquisitions, the New York
restaurant and the Lakeland restaurant underwent a period of reconstruction in
1999. The restaurants were closed in August 1999 and October 1999, respectively,
for reconstruction. The New York restaurant was reopened in September 1999 and
the Lakeland restaurant was reopened in November 1999.

As of September 30, 1999, the Company's restaurant equipment was used to secure
capital leases in the amount of $233,415. The capital leases mature on dates
ranging from January 2004 through February 2005 and carry interest rates ranging
from 16.80% to 27.30%. The Company also has debt outstanding that is secured by
the Company's building assets in the amount of approximately $440,000. Two of
the three buildings were sold in January 2000. All but approximately $120,000 of
the debt had been satisfied from the proceeds of the sales. The remaining
property at 3560 Cypress Gardens Road in Winter Haven, Florida is currently
being used to secure two mortgages. One mortgage for $64,000 is payable to the
Company's former accountants. The Company is currently


                                       19


<PAGE>


contesting this mortgage in court. The other mortgage for $56,000 is payable to
a finance company and matures in fiscal year 2000 and fiscal year 2001.

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 two segments from which the Company seeks
to generate revenue: (1) operation of restaurants and franchising, and (2) the
production and sale of frozen foods.

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 management 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 products which management believes is of very high quality. New
management determined that the Company's restaurants required a fresher,
more-upscale fast service image and ambiance to attract customers.

The Company in the past year has raised funding of approximately $1.8 million
which has been used to (1) satisfy the debt of the closed restaurants and
reconstruct Company restaurants; and (2) modernize the Company's frozen foods
plant by acquiring equipment to streamline the operation of this segment and
also to construct and develop its restaurants. 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 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 of September 30, 1999, the process of closing the
unprofitable restaurants was completed. As a result, the Company closed all of
its existing restaurants. After a month of reconstruction, the Company reopened
its only full service restaurant in Lakeland, Florida and Floridino's Cafe in
New York, New York. The Company has opened two additional restaurants in the
Florida area. The Delray Beach restaurant was opened in December 1999 and the
Lake Wales restaurant was opened in May 2000. The Delray restaurant was closed
in July 2000 because it had not met management's initial expectations.

Funding to equip and upgrade the Company's frozen food plant has been undertaken
primarily through the private sale of $1,000,000 of Company equity. In addition,
the Company offered for sale convertible promissory notes and in September 1999,
the Company received net proceeds of $500,000 and an additional $250,000 in
October 1999, all from one accredited investor. The promissory note 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 promissory note is payable in September 2001 and carries
interest computed at 9.00% payable semi-annually. The proceeds were used to
purchase the frozen food plant and the adjacent land.


                                       20


<PAGE>


Management believes that it has the capacity to raise additional funds if and
when they are required although this cannot be assured. Additional funds may be
raised through the sale or mortgaging of the parcels of real estate held by the
Company. Additionally, management believes that its newly developed concept and
operations will attract investors although no assurances can be given. At this
time, the Company has no line of credit with any financial institution. However,
management believes that its new operations will generate sufficient revenue
during the next twelve months to enable the Company to secure a line of credit
with a financial institution.

During the next year, the main source of revenue for the Company is expected to
be that generated through the frozen food segment as it is this segment 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.

Material commitments for capital expenditures at September 30, 1999 include
approximately $100,000 for an upgrading and completion of the Company's
production facilities as it relates to its frozen food plant. The source of
funding for this expenditure is expected to include those funds derived from the
Company's anticipated sale of two parcels of real estate. The two parcels
were sold on January 15, 2000 for approximately $410,000. After mortgage
satisfaction of $333,000 the Company realized net proceeds from this sale of
approximately $76,000. Additional sources of funding may include secured loans
against the Company's other real estate properties and equipment.

Management intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors will forego
any compensation until such time as the Company begins to generate sufficient
income in the Company to cover such expenses. However, if the Company engages
outside advisors or consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds. There is no
assurance that the Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on terms acceptable
to the Company.

A third parcel of land, also located in Winter Haven, Florida, has been listed
for sale; however the Company has not entered into any contract of sale for this
property. The property is being listed for $139,000 and has mortgages of
approximately $120,000.

Impact of Inflation

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.


                                       21


<PAGE>


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 55 employees of the Company.

Within the next year, and as the Company opens additional restaurants and
expands its frozen food segment, the Company expects to 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.

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. However, it
cannot be assured that the Company will achieve profitability even in the event
that management's plans are successfully implemented.

The Company's operating history, including its losses and revenues, primarily
reflect its operations for the nine month period ended September 30, 1999 and
September 30, 1998.

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 (the "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:

       -  Ability of the Company to raise additional capital
       -  Ability of the Company to secure sales agreements for its processing\
          plant products
       -  Unexpected economic changes in the United States
       -  The imposition of new restrictions or guidelines by the United States
          Department of Agriculture

To the extent possible, the following discussion will highlight the relative
needs of the Company with respect to its business activities.

I.  Segment Reporting Disclosures

The Company's sales are generated from two business segments: (1) restaurants
and franchising, and (2) frozen food processing. In November 1998, management
decided to close all of its existing restaurants at that time and to restructure
a new restaurant concept that emphasized a "fast casual,


                                       22


<PAGE>


self-service" style of food delivery as opposed to the more traditional type of
restaurant that it had in place at the time. The Company would still concentrate
its marketing efforts in Italian foods. During 1999, the Company opened two
restaurants after a period of reconstruction and staff reorganization,
Floridino's, Inc., and Floridino's of Lakeland, Inc.

The food processing plant was completed in 1999 and began receiving orders in
January of 2000. During 1999, the processing plant was being reconstructed to
conform to USDA guidelines and to the requirements of potential customers. The
potential customers for the Company's processing plant products are large retail
restaurants and fast food outlets. Based upon the results of the initial testing
phase required by the potential buyers of the Company's product, it became clear
that the plant would not be able to meet the expected demand that was estimated.
In order to meet the estimated anticipated demand, the plant had to be refitted
and upgraded. This period of upgrade was completed in late 1999 and all
requirements regarding the plant had been satisfactorily met.

Please see the discussion and analysis that follows.

Comparison of nine months ended September 30,1999 to nine months ended September
30, 1998:

Restaurant Segment: Results of Operations

The restaurant segment has significantly changed when comparing the nine months
ended September 30, 1999 to the nine months ended September 30, 1998. From
November 1998 through September 1999, the Company was in the process of closing
its restaurants in order to implement management's plan previously described.
During the 1998 period, the Company was operating six restaurants. During the
period, five of these restaurants were closed. Two restaurants, Lakeland and
Floridino's, Inc. remained opened during the period, except during August 1999
when Floridino's, Inc. was closed for reconstruction. See the outline below for
discussion of management's reorganization efforts from November 1998 through
September 1999.

Floridino's Pizza Etc., Inc.- a restaurant located in Winter Haven, Florida that
was closed in September 1999.

Hard Ball Cafe, Inc.- a restaurant located in Winter Haven, Florida that was
closed in April 1999.

Floridino's Home of the Calzone, Inc.- a restaurant located in Lakeland, Florida
that was closed in May 1999.

Floridino's of Bartow, Inc.- a restaurant located in Bartow, Florida that was
closed in the fourth quarter of 1998.

Floridino's of Lake Wales- a restaurant closed in the fourth quarter of fiscal
year 1998.

Floridino's, Inc.- a restaurant located in New York, New York that had been
acquired in November 1998. The restaurant was closed during August 1999 for
reconstruction and reopened in September 1999.


                                       23


<PAGE>


Floridino's of Lakeland, Inc. - a restaurant located in Lake Wales, Florida
incorporated in September 1997. Lakeland had acquired all the assets and
liabilities of Lake Wales when that restaurant was closed. The restaurant was
closed in October 1999 for a period of reconstruction and was reopened in
November 1999.

The effect of management's efforts to increase profitability by closing
unprofitable restaurants and to re-organize and re-open restaurants to adhere to
management's new "fast Italian" theme and their results of operations are
discussed below.

Gross sales for the nine months ended September 30, 1999 for the restaurant
division decreased to $840,481 or 38% from $1,364,051 in gross sales for the
similar period in 1998. Consequently gross profits for the nine months ended
September 30, 1999 decreased to $324,259 or 40% from $544,923 as compared to the
similar period in 1998.

During the nine month period ended September 30,1998, the gross sales of the
restaurants that were being closed totaled approximately $1,005,000. During the
nine -month period ended September 30, 1999, these same restaurants generated
approximately $403,000 in sales, or approximately 48% of gross restaurant sales.
Approximately $160,000 of gross profits during the first nine- months of fiscal
year 1999 are attributable to the closed restaurants, or 49% of gross profits
from restaurant sales.

Gross profits as a percentage of total revenues decreased to 38% for the nine
month period as compared to 40% in the nine month period ended September 30,
1998. The decrease in gross profits is mainly attributable to the increased
depreciation expense resulting from the significant increase in capitalized
reconstruction costs of the restaurants, in addition to the assets acquired by
the Company in the purchase of Floridino's, Inc. in November 1998. For the nine
months ended September 30, 1999, depreciation expense was approximately $126,000
for the segment as compared to approximately $52,000 for the nine months
ended September 30, 1998.

General and administrative overhead for the restaurant division was $586,754 for
the nine month period ended September 30, 1999 as compared to $907,150 for the
nine month period ended September 30, 1998, a 35% decrease. Management expects
general and administrative expenses for the segment to continue to decrease as
compared to prior periods since approximately $271,000 of general and
administrative overhead, or 46%, for the nine month period ended September 30,
1999 is attributable to the restaurants that were in the process of being
closed.

In addition to the effect on general and administrative overhead of the closed
restaurants, general and administrative overhead was incurred during the period
of reconstruction for the New York restaurant. Management decided to retain many
of its employees on salary during this period. Management estimated that the
costs of hiring and training new employees at the end of the reconstruction
period would have been greater than the costs of keeping the employees on salary
during the reconstruction period. The Company spent approximately $120,000 in
general and administrative overhead attributable to the two restaurants during
the reconstruction period.

After selling, general, and administrative costs, the segment showed a loss from
operations of $262,495 as compared to a loss of $362,227 for a similar period in
1998, a decrease in operating losses of 28%. As of September 30, 1999, the
assets of the restaurant division increased to


                                       24


<PAGE>


$1,096,126 as compared to $353,397 at September 30, 1998, an increase of 142%.
The main reasons for the increase are the acquisition of $394,000 of assets
through the purchase of Floridino's, Inc. in November 1998 and the capitalized
reconstruction costs of Floridino's NY and Lakeland of approximately $319,000
during the first nine months of fiscal year 1999.

Management is encouraged by the results obtained from the reorganization of the
restaurant segment undertaken in late 1998 and through 1999 and expects that the
benefits of this reorganization to be realized in 2000. However, the future
profitability of this segment cannot be assured even upon the successful
implementation of management's plans previously described.

Franchise revenues for the nine months ended September 30, 1999 decreased to
$53,065 from $86,654 earned for the similar period in 1998. This was a result of
a decrease in the number of franchisees from 11 in 1998 to four as of
September 30, 1999. Management believes that the decrease in franchise sales are
directly related to the restaurant concepts that had proved unsuccessful in
fiscal 1998.

Processing Plant:  Results of Operations

Towards the end of 1998, the Company decided that a significant profit could be
made from the production and marketing of its unique style of Italian food
products, specifically; calzones and pizza rolls. Based upon the initial
response to its products from large Italian food franchises located in Florida
and from large nationwide retail fast food outlets, the Company decided to enter
this segment during 1999 and began operations in January 2000.

The Company contracted with a consulting firm to oversee the plant operations
and manage plant personnel. In addition, the Company expended approximately
$456,000 for equipment and construction of its plant facility.

During the nine-month period ended September 30, 1999, the segment incurred
losses of $360,061 in the operation of the plant. The significant components of
this cost were $178,247 for plant salaries and consulting fees, $128,123 for
supplies and utilities, and $22,775 in depreciation expenses.

The plant staff had been on salary since the first quarter of 1999. The plant
became operational in the last quarter of 1999 and began taking orders in
January 2000. The gross sales and cost of sales figures generated reflect the
results of test sales performed in September 1999 to potential customers of the
Company's products.

Assets for the segment increased to $431,680 during the nine months. This
increase represents the purchase of equipment and capitalized construction costs
incurred through September 30, 1999, net of depreciation.

Consolidated results of operations:

On a consolidated basis, corporate overhead increased to $236,924 through
September 30, 1999 from $ 141,979 for the similar period in 1998, or an increase
of 67%. The main components of this


                                       25


<PAGE>


increase were accounting and legal fees attributable to the Company's financial
public reporting requirements.

The Company recognized an unrealized gain in short-term marketable investments
of $160,929 as a result of the purchase of Cantebury Investing (CITI). The
investment was made for speculative purposes and is classified as a trading
security as per SFAS 115. The Company intends to sell this investment during the
first quarter of fiscal 2000. Interest costs represent the cost of borrowings on
the capital leases. During the nine months ended September 30, 1999, the Company
was successful in negotiating a settlement of outstanding debt with a bank for
approximately one half of the carrying value of the debt. The debt is
attributable to the borrowings of the closed restaurants. As a result, the
Company has recognized a gain on the early extinguishment of this debt of
$63,634, net of tax effect.

After deducting interest costs of $16,826 and the recognition of the favorable
settlement of the Company's long-term debt, the Company realized a net loss of
$651,743 or $.11 per share as compared to a loss of $516,132 or $.20 per share
for a similar period in 1998, a 45% decrease in loss per share.

Discussion of Financial Condition-Liquidity and Capital Resources

At September 30, 1999, the Company had a working capital of a deficit of
$278,133 as compared to a deficit of $855,053 at December 31, 1998. The main
components of the increase in working capital are (i) the funds received from
the private sale of common stock, (ii) warrant exercises of approximately $1.3
million, (iii) the funds received from the convertible promissory note offering
of $500,000 as of September 30, 1999, (iv) the recognition of $333,334 of debt
discount on the convertible promissory note issued, and (v) net losses of
approximately $652,000.

On a consolidated basis, the Company had cash balances totaling $187,480 as
compared to $15,502 at December 31, 1998. This increase in cash is primarily due
to (i) the private offering of 2,000,000 shares of common stock in July 1999 for
$1 million, (ii) net proceeds of $500,000 in the convertible promissory note
offering received in September 1999, (iii) $346,500 from by the exercise of
common stock warrants less property and equipment purchases of $375,153 and (iv)
cash operating losses of $692,422.

Royalties receivables have increased to $16,304 in September 30, 1999 as
compared to $11,826 at December 31, 1998. The Company is currently experiencing
collection problems with these receivables. As these problems were not able to
be rectified in the fourth quarter of 1999, the Company wrote off these
receivables to bad debt expense as they were deemed uncollectible.

Total current liabilities increased to $753,881 at September 30, 1999 as
compared to $897,464 at December 31, 1998. The slight decrease is mainly a
result of lower vendor payables because of fewer operating restaurants this year
as compared to last year.

The capitalized costs of property, equipment, and lease improvements increased
$1,733,596 to $2,458,864 at September 30, 1999. During the nine months, capital
expenditures were approximately $456,000 in the acquisition of plant equipment
and plant construction for the frozen


                                       26


<PAGE>


food processing segment, $319,000 for re-construction costs for the restaurant
segment, $639,000 in three buildings acquired from an officer of the Company in
return for preferred stock which was canceled - (See Note 7 to the financial
statements herein), and the purchase of land adjacent to the plant for $320,000.
The Company sold two of the buildings acquired in January 2000 from an officer
of the Company in exchange for common shares, for approximately $410,000 in
order to raise capital for the Company. The third building is expected to be
sold in fiscal year 2000, but as of the date of this filing, no contract to sell
this property has been achieved.

Capital lease financing obligations increased to $233,416 at September 30, 1999
from $49,200 at December 31, 1998. This increase is due primarily to the
increase in equipment leases entered into during 1999 on behalf of the frozen
food processing segment. Notes and mortgages increased to $875,294 at September
30, 1999 from $385,312 at December 31, 1998 mostly as a result of the assumption
of real estate mortgages in connection with the purchase of three buildings from
an officer of the Company noted above of approximately $389,000.

Stockholders equity increased to $997,531 at September 30, 1999 from a deficit
of $370,560 at December 31, 1998. The main sources of this increase were (i)
$1,000,000 raised in July 1999 through a private offering of common stock, (ii)
$250,000 of common stock issued to an officer of the Company in exchange for
real estate, (iii) and the recognition of $333,334 as a favorable conversion
feature from the convertible promissory note offering in September 1999, (iv)
$346,500 in proceeds from the exercise of common stock warrants, and (v) a net
loss during the nine month period of approximately $652,000.

Management expects the Company to realize the benefits of its reorganization
efforts in fiscal year 2000. The frozen food processing plant began operations
in January 2000. The closing of unprofitable restaurants and reconstruction of
the existing restaurant segment is complete and operations are underway.
Additional restaurants will be added depending upon the success of the
restaurant's new marketing efforts established in 1999. However, no assurance
can be given as the realizations of management's expectations.

During the balance of fiscal year 1999, the Company projects to spend
approximately $100,000 in plant construction cost and plant equipment
acquisitions. In addition, the Company anticipates purchasing the plant building
structure in Lakeland, Florida for $220,000. The source of funds for these
expenditures aggregating approximately $320,000 are expected to be from
completion of the convertible promissory note offering of $250,000 and from the
sale of the buildings acquired from the Company's president (see Note 7 to
financial statements herein). An additional sources of funds may be from the
Company's investment in common stock which is valued at approximately $259,000
at September 30, 1999. In addition, the Company borrowed $500,000 in November
1999 from a finance company using the plant in Lakeland, Florida, the building
structure in Winter Haven, Florida, and the land adjacent to the plant in
Lakeland, Florida as collateral for the mortgage. The mortgage for $238,000 is
due in November 2000 and the mortgage $261,200 is due in November 2001. Both
carry an interest rate of 9.0% per annum.

Management expects the frozen food segment to grow significantly in the coming
fiscal year 2000. The Company intends to hire an aggressive sales force to
market its frozen food products once the plant


                                       27


<PAGE>


becomes operational, although management cannot reasonably assure that its
marketing efforts will be successful or this eventuality.

The implementation of management's plans regarding the restaurant segment is
complete. Management has negotiated for restaurant space in order to open
additional restaurants that emphasize the "fast Italian, self-service" theme.
The Delray restaurant opened in December 1999 and the Lake Wales restaurant
opened in May 2000. The Delray restaurant was closed by management in July 2000
because it did not meet expectations necessary to continue operations.

The Company intends to emphasize its new self-service fast casual concept as a
franchise. The Company intends to support and train new franchisees for a fixed
fee and a percentage of gross revenues. The intention being to generate
franchise fee revenues and additional demand for its frozen food products, but
without the significant investment needed to open and operate a restaurant.

Of course, management's plans are dependent upon additional capital being
available from the sources outlined above. It cannot be assured that these
sources, such as revenues from the sale of the building and/or real estate and
the investment in common stock, will be eventually realized at their values
disclosed at September 30, 1999. Nor can it be assured that even if the planned
expenditures and upgrades are made, that profitability of the frozen food
segment and the restaurant segment can be achieved.

YEAR 2000 DISCLOSURE

The Company did not experience any problems related to the year 2000.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

None

Item 2.   Changes in Securities

None

Item 3.   Defaults upon Senior Securities

None

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

None

Item 5.   Other information

                                       28


<PAGE>


None

Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibits:

           Exhibit 27 Financial Data Schedule


(b) Reports on Form 8-K

           None.


                                       29


<PAGE>


                                   SIGNATURES

Pursuant to the requirements 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: December 29, 2000

                                     By: /s/ Nick Pirgousis
                                         ---------------------------------------
                                         Chairman of the Board

                                       30