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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-QSB

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

For the quarterly period ended March 31, 2003

|     |  |                                                  
|---- |  | -------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|     |  | OF THE SECURITIES EXCHANGE ACT OF 1934           

For the transition period from
_____________ to____________

COMMISSION FILE NUMBER 0-27749

SYNDICATED FOOD SERVICE INTERNATIONAL, INC.




(Name of Small Business Issuer in Its Charter)

|                                                 |  |                       
|------------------------------------------------ |  | ----------------------
|FLORIDA                                          |  | 59-3479186            
|                                                 |  |                       
|(State or Other Jurisdiction of                  |  | (I.R.S. Employer      
|Incorporation or Organization)                   |  | Identification Number)
|                                                 |  |                       
|P.O. Box 2185                                    |  |                       
|57 Viewpoint Lane                                |  |                       
|Front Royal, Virginia                            |  | 22630                 
|                                                 |  |                       
|(Address of Principal Executive Offices)         |  | (Zip Code)            
|                                                 |  |                       
|(Issuers Telephone Number, Including Area Code) |  | (540) 636-4190        

Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 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 [   ]   No [X]

As of September 15, 2003, there were 11,287,620 shares of the Registrants
Common Stock issued and outstanding.

Transitional Small Business
Disclosure Format: Yes [   ] No [X]





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TABLE OF CONTENTS



|                                                  |                                                                   |                                                                         |  |  |  |  |  | 
|------------------------------------------------- | ----------------------------------------------------------------- | ----------------------------------------------------------------------- |  |  |  |  |  | 
|                                                  |                                                                   | CONDENSED CONSOLIDATED BALANCE SHEETS                                  
|                                                  |                                                                   | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                        
|                                                  |                                                                   | CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIENCY
|                                                  |                                                                   | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                        
|                                                  | Item 2. Managements Discussion and Analysis or Plan of Operation
|                                                  | Item 3. Controls and Procedures                                  
|PART II - OTHER INFORMATION                      
|                                                  | Item 1. Legal Proceedings                                        
|                                                  | Item 2. Changes in Securities                                    
|                                                  | Item 3. Defaults Upon Senior Securities                          
|                                                  | Item 4. Submission of Matters to a Vote of Security Holders      
|                                                  | Item 5. Other Information                                        
|                                                  | Item 6. Exhibits and Reports on Form 8-K                         
|SIGNATURES                                       
|EX-10.26 PROMISSORY NOTE                         
|EX-31.1 SECTION 302 CERTIFICATION OF CEO         
|EX-31.2 SECTION 302 CERTIFICATION OF VP/PAO      
|EX-32.0 SECTION 906 CERTIFICATION OF CEO & VP/PAO



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Table of Contents

|           |  |                                                           |  |                                                                                                                             |    |      |   | 
|---------- |  | --------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|           |  |                                                           |  |                                                                                                                             |    | Page
|           |  |                                                           |  |                                                                                                                             |    |     
|Part I     |  | Financial Information                                     |  |                                                                                                                             |    |     
|Item 1.    |  | Financial Statements                                      |  |                                                                                                                             |    |     
|           |  |                                                           |  | Condensed Consolidated Balance Sheets as of March
31, 2003 (unaudited) and December 31, 2002                                |    |      | 1 | 
|           |  |                                                           |  | Unaudited Condensed Consolidated Statements of Operations
for the three months ended March 31, 2003 and 2002                |    |      | 2 | 
|           |  |                                                           |  | Unaudited Condensed Consolidated Statement of Changes
in Shareholders Deficiency for the three months ended
March 31, 2003 |    |      | 3 | 
|           |  |                                                           |  | Unaudited Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2003 and 2002                |    |      | 4 | 
|           |  |                                                           |  | Unaudited Notes to Condensed Consolidated Financial
Statements as of March 31, 2003                                         |    |      | 5 | 
|Item 2.    |  | Managements Discussion and Analysis or Plan of Operation |  |                                                                                                                             | 21 |     
|Item 3.    |  | Controls and Procedures                                   |  |                                                                                                                             | 31 |     
|Part II    |  | Other Information                                         |  |                                                                                                                             |    |     
|Item 1.    |  | Legal Proceedings                                         |  |                                                                                                                             | 31 |     
|Item 2.    |  | Changes in Securities                                     |  |                                                                                                                             | 32 |     
|Item 3.    |  | Defaults Upon Senior Securities                           |  |                                                                                                                             | 32 |     
|Item 4.    |  | Submission of Matters to a Vote of Security Holders       |  |                                                                                                                             | 33 |     
|Item 5.    |  | Other Information                                         |  |                                                                                                                             | 33 |     
|Item 6.    |  | Exhibits and Reports on Form 8-K                          |  |                                                                                                                             | 33 |     
|Signatures |  |                                                           |  |                                                                                                                             |    |     





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SYNDICATED FOOD SERVICE
INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2003 (UNAUDITED) AND DECEMBER 31, 2002

|                                               |                                                                                                        |                                |                                          |             |                |   |              |             |            |   | 
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------------------------ | ---------------------------------------- | ----------- | -------------- | - | ------------ | ----------- | ---------- | - | 
|                                               |                                                                                                        |                                |                                          |             | March 31, 2003 |   | December 31,
|                                               |                                                                                                        |                                |                                          |             | (unaudited)    |   | 2002        
|                                               |                                                                                                        |                                |                                          |             |                |   |             
|                                               |                                                                                                        |                                | ASSETS                                   |             |                |   |              |             |            |   | 
|CURRENT ASSETS                                 |                                                                                                        |                                |                                          |             |                |   |              |            
|                                               | Cash                                                                                                   |                                | $                                        |            |                |   | $            | 43,939      |           
|                                               | Accounts receivable (net of allowance for bad debt
of $158,984 and $158,984)                           |                                |                                          | 1,424,827   |                |   |              | 1,520,635   |           
|                                               | Prepaid expenses                                                                                       |                                |                                          | 45,225      |                |   |              | 32,996      |           
|                                               | Inventory                                                                                              |                                |                                          | 981,584     |                |   |              | 1,071,059   |           
|                                               | Other current assets                                                                                   |                                |                                          | 20,375      |                |   |              | 20,375      |           
|                                               |                                                                                                        |                                |                                          |             |                |   |              |             |           
|                                               |                                                                                                        | Total Current Assets           |                                          |             | 2,472,011      |   |              |             | 2,689,004  |  
|PROPERTY AND EQUIPMENT, NET                    |                                                                                                        |                                | 4,123,129                                |             |                |   | 4,182,134    |            
|                                               | Goodwill                                                                                               |                                |                                          | 1,536,784   |                |   |              | 1,536,784   |           
|                                               | Other intangible assets, net                                                                           |                                |                                          | 487,500     |                |   |              | 520,000     |           
|                                               | Assets held for sale                                                                                   |                                |                                          | 115,000     |                |   |              | 115,000     |           
|                                               | Other assets                                                                                           |                                |                                          | 263,265     |                |   |              | 258,815     |           
|                                               |                                                                                                        |                                |                                          |             |                |   |              |            
|TOTAL ASSETS                                   |                                                                                                        | $                              | 8,997,689                                |             |                | $ | 9,301,737    |            
|                                               |                                                                                                        |                                |                                          |             |                |   |              |            
|                                               |                                                                                                        |                                | LIABILITIES AND SHAREHOLDERS DEFICIENCY |             |                |   |              |             |            |   | 
|CURRENT LIABILITIES                            |                                                                                                        |                                |                                          |             |                |   |              |            
|                                               | Bank overdraft                                                                                         |                                | $                                        | 27,327      |                |   | $            |            |           
|                                               | Accounts payable and accrued expenses                                                                  |                                |                                          | 2,043,040   |                |   |              | 1,999,093   |           
|                                               | Accrued interest payable                                                                               |                                |                                          | 130,740     |                |   |              | 109,746     |           
|                                               | Advances payable                                                                                       |                                |                                          | 230,500     |                |   |              | 286,000     |           
|                                               | Reserve for contingent losses                                                                          |                                |                                          | 1,028,712   |                |   |              | 1,052,709   |           
|                                               | Deferred taxes                                                                                         |                                |                                          | 68,000      |                |   |              | 68,000      |           
|                                               | Capital leases payable (current portion)                                                               |                                |                                          |            |                |   |              | 55,063      |           
|                                               | Credit line payable                                                                                    |                                |                                          | 185,559     |                |   |              |            |           
|                                               | Notes payable  related parties (current portion)                                                      |                                |                                          | 3,964,810   |                |   |              | 3,166,600   |           
|                                               | Notes payable (current portion)                                                                        |                                |                                          | 79,068      |                |   |              | 191,351     |           
|                                               | Liabilities of discontinued operations                                                                 |                                |                                          | 397,884     |                |   |              | 505,267     |           
|                                               |                                                                                                        |                                |                                          |             |                |   |              |            
|                                               |                                                                                                        | Total Current Liabilities      |                                          |             | 8,155,640      |   |              |             | 7,433,829  |  
|LONG-TERM DEBT                                 |                                                                                                        |                                |                                          |             |                |   |              |            
|                                               | Notes payable  related parties (non-current portion)                                                  |                                |                                          |            |                |   |              | 1,033,210   |           
|                                               | Notes payable (non-current portion)                                                                    |                                |                                          | 2,538,643   |                |   |              | 2,498,277   |           
|                                               |                                                                                                        |                                |                                          |             |                |   |              |            
|TOTAL LIABILITIES                              |                                                                                                        |                                | 10,694,283                               |             |                |   | 10,965,316   |            
|                                               |                                                                                                        |                                |                                          |             |                |   |              |            
|COMMITMENTS AND CONTINGENCIES                  |                                                                                                        |                                |                                          |             |                |   |              |            
|SHAREHOLDERS DEFICIENCY                       |                                                                                                        |                                |                                          |             |                |   |              |            
|                                               | Common stock, $.001 par value, 100,000,000 shares
authorized, 11,058,262 shares issued and outstanding |                                |                                          | 11,058      |                |   |              | 11,058      |           
|                                               | Additional paid-in capital                                                                             |                                |                                          | 11,895,848  |                |   |              | 11,895,848  |           
|                                               | Accumulated deficit                                                                                    |                                |                                          | (13,561,833 | )              |   |              | (13,503,818 | )         
|                                               | Deferred debt offering costs                                                                           |                                |                                          | (41,667     | )              |   |              | (66,667     | )         
|                                               |                                                                                                        |                                |                                          |             |                |   |              |            
|                                               |                                                                                                        | Total Shareholders Deficiency |                                          |             | (1,696,594     | ) |              |             | (1,663,579 | )
|                                               |                                                                                                        |                                |                                          |             |                |   |              |            
|TOTAL LIABILITIES AND SHAREHOLDERS DEFICIENCY |                                                                                                        | $                              | 8,997,689                                |             |                | $ | 9,301,737    |            
|                                               |                                                                                                        |                                |                                          |             |                |   |              |            





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SYNDICATED FOOD SERVICE
INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)

|                                                         |                                                      |                                  |                              |            |             |           |             |            |          |           |  
|-------------------------------------------------------- | ---------------------------------------------------- | -------------------------------- | ---------------------------- | ---------- | ----------- | --------- | ----------- | ---------- | -------- | --------- | -
|                                                         |                                                      |                                  |                              |            | March 31,   |           | March 31,  
|                                                         |                                                      |                                  |                              |            | 2003        |           | 2002       
|                                                         |                                                      |                                  |                              |            | (unaudited) |           | (unaudited)
|                                                         |                                                      |                                  |                              |            |             |           |            
|REVENUES                                                 |                                                      |                                  |                              |            |             |           |             |           
|                                                         | Food and beverage sales                              |                                  | $                            | 3,923,930  |             |           | $           | 5,030,361  |         
|                                                         | Other revenues                                       |                                  |                              | 164,779    |             |           |             | 1,315      |         
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|                                                         |                                                      |                                  | Total Revenues               |            |             | 4,088,709 |             |            |          | 5,031,676 |  
|COST OF GOODS SOLD                                       |                                                      |                                  | 2,986,191                    |            |             |           | 3,942,739   |           
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|GROSS PROFIT                                             |                                                      |                                  | 1,102,518                    |            |             |           | 1,088,937   |           
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|OPERATING EXPENSES                                       |                                                      |                                  |                              |            |             |           |             |           
|                                                         | Selling, general and administrative expenses         |                                  |                              | 1,386,519  |             |           |             | 1,502,647  |         
|                                                         | Depreciation and amortization                        |                                  |                              | 94,120     |             |           |             | 82,088     |         
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|                                                         |                                                      |                                  | Total Operating Expenses     |            |             | 1,480,639 |             |            |          | 1,584,735 |  
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|LOSS FROM OPERATIONS                                     |                                                      |                                  | (378,121                     | )          |             |           | (495,798    | )         
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|OTHER INCOME (EXPENSE)                                   |                                                      |                                  |                              |            |             |           |             |           
|                                                         |                                                      | Gain on discharges in bankruptcy |                              |            | 352,457     |           |             |            |         |          
|                                                         |                                                      | Other (expense) income           |                              |            | (359        | )         |             |            | 22,008   |          
|                                                         |                                                      | Interest expense                 |                              |            | (139,375    | )         |             |            | (237,107 | )        
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|                                                         |                                                      |                                  | Total Other Income (Expense) |            |             | 212,723   |             |            |          | (215,099  | )
|                                                         |                                                      |                                  |                              |            |             |           |             |            |         
|LOSS FROM CONTINUING OPERATIONS                          |                                                      |                                  | (165,398                     | )          |             |           | (710,897    | )         
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF
TAXES |                                                      |                                  | 107,383                      |            |             |           | (32,700     | )         
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|NET LOSS                                                 |                                                      | $                                | (58,015                      | )          |             | $         | (743,597    | )         
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|Net loss per common share:                               |                                                      |                                  |                              |            |             |           |             |           
|                                                         | Basic and fully diluted from continuing operations   |                                  | $                            | (0.01      | )           |           | $           | (0.06      | )       
|                                                         | Basic and fully diluted from discontinued operations |                                  |                              |           |             |           |             |           |         
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|                                                         | Basic and fully diluted loss per share               |                                  | $                            | (0.01      | )           |           | $           | (0.06      | )       
|                                                         |                                                      |                                  |                              |            |             |           |             |           
|Weighted average of common shares:                       |                                                      |                                  |                              |            |             |           |             |           
|                                                         | Basic and fully diluted                              |                                  |                              | 11,058,262 |             |           |             | 11,058,262 |         
|                                                         |                                                      |                                  |                              |            |             |           |             |           

See accompanying summary of accounting policies and notes to condensed consolidated financial statements.

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SYNDICATED FOOD SERVICE
INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS
DEFICIENCY
FOR THE THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)



|                                             |  |              |            |         |  |             |        |         |  |            |            |  |  |   |             |  
|-------------------------------------------- |  | ------------ | ---------- | ------- |  | ----------- | ------ | ------- |  | ---------- | ---------- |  |  | - | ----------- | -
|                                             |  |              |            |         |  |             |        |         |  | Additional |            |  |  |  
|                                             |  | Common Stock |            | Paid-In |  | Accumulated
|                                             |  | Shares       |            | Amount  |  | Capital     |        | Deficit
|                                             |  |              |            |         |  |             |        |        
|Balance, December 31, 2002                   |  |              | 11,058,262 |         |  | $           | 11,058 |         |  | $          | 11,895,848 |  |  | $ | (13,503,818 | )
|Amortization of deferred debt offering costs |  |              |           |         |  |             |       |         |  |            |           |  |  |   |            |  
|Net loss during 2003                         |  |              |           |         |  |             |       |         |  |            |           |  |  |   | (58,015     | )
|                                             |  |              |            |         |  |             |        |         |  |            |            |  |  |   |             |  
|BALANCE, MARCH 31, 2003 (UNAUDITED)          |  |              | 11,058,262 |         |  | $           | 11,058 |         |  | $          | 11,895,848 |  |  | $ | (13,561,833 | )
|                                             |  |              |            |         |  |             |        |         |  |            |            |  |  |   |             |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                             |  |               |         |       |  |   |            |  
|-------------------------------------------- |  | ------------- | ------- | ----- |  | - | ---------- | -
|                                             |  | Deferred      |         |       |  |  
|                                             |  | Debt Offering |         |       |  |  
|                                             |  | Costs         |         | Total
|                                             |  |               |         |      
|Balance, December 31, 2002                   |  | $             | (66,667 | )     |  | $ | (1,663,579 | )
|Amortization of deferred debt offering costs |  |               | 25,000  |       |  |   | 25,000     |  
|Net loss during 2003                         |  |               |        |       |  |   | (58,015    | )
|                                             |  |               |         |       |  |   |            |  
|BALANCE, MARCH 31, 2003 (UNAUDITED)          |  | $             | (41,667 | )     |  | $ | (1,696,594 | )
|                                             |  |               |         |       |  |   |            |  

See accompanying summary of accounting policies and notes to condensed consolidated financial statements.

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SYNDICATED FOOD SERVICE
INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)

|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |            |          |          |  
|----------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | -------------------------------------------- | --------------------------------------------------- | -------- | ----------- | ------- | ----------- | ---------- | -------- | -------- | -
|                                                                  |                                                                                           |                                              |                                                     |          | March 31,   |         | March 31,  
|                                                                  |                                                                                           |                                              |                                                     |          | 2003        |         | 2002       
|                                                                  |                                                                                           |                                              |                                                     |          | (unaudited) |         | (unaudited)
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                             |                                                                                           |                                              |                                                     |          |             |         |             |           
|                                                                  | Net loss from continuing operations                                                       |                                              | $                                                   | (165,398 | )           |         | $           | (710,897   | )       
|                                                                  | Adjustments to reconcile net loss to net cash provided by (used
in) operating activities: |                                              |                                                     |          |             |         |             |            |         
|                                                                  |                                                                                           | Depreciation and amortization                |                                                     |          | 94,120      |         |             |            | 82,088   |         
|                                                                  |                                                                                           | Gain on dischargesin bankruptcy              |                                                     |          | (352,457    | )       |             |            |         |         
|                                                                  |                                                                                           | Amortization of deferred debt offering costs |                                                     |          | 25,000      |         |             |            | 150,000  |         
|                                                                  | Changes in operating assets and liabilities, net of acquisition:                          |                                              |                                                     |          |             |         |             |            |         
|                                                                  |                                                                                           | Accounts receivable                          |                                                     |          | 95,808      |         |             |            | (17,844  | )       
|                                                                  |                                                                                           | Prepaid expenses                             |                                                     |          | (12,229     | )       |             |            | (46,558  | )       
|                                                                  |                                                                                           | Inventory                                    |                                                     |          | 89,475      |         |             |            | (30,296  | )       
|                                                                  |                                                                                           | Other assets                                 |                                                     |          | (4,450      | )       |             |            | (198,881 | )       
|                                                                  |                                                                                           | Accounts payable and accrued expenses        |                                                     |          | 220,287     |         |             |            | 622,770  |         
|                                                                  |                                                                                           | Accrued interest payable                     |                                                     |          | 20,994      |         |             |            | 46,632   |         
|                                                                  |                                                                                           | Reserve for contingent losses                |                                                     |          | (23,997     | )       |             |            | (5,000   | )       
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |            |         
|                                                                  |                                                                                           |                                              | Net Cash Used In Operating Activities               |          |             | (12,847 | )           |            |          | (107,986 | )
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                             |                                                                                           |                                              |                                                     |          |             |         |             |           
|                                                                  | Purchase of property and equipment                                                        |                                              |                                                     | (2,615   | )           |         |             | (1,389,939 | )       
|                                                                  | Decrease in restricted cash                                                               |                                              |                                                     |         |             |         |             | 700,000    |         
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |            |         
|                                                                  |                                                                                           |                                              | Net Cash Used In Investing Activities               |          |             | (2,615  | )           |            |          | (689,939 | )
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                             |                                                                                           |                                              |                                                     |          |             |         |             |           
|                                                                  | Bank overdrafts                                                                           |                                              |                                                     | 27,327   |             |         |             | (148,771   | )       
|                                                                  | Borrowings on credit line                                                                 |                                              |                                                     | 185,559  |             |         |             |           |         
|                                                                  | Borrowings on notes payable                                                               |                                              |                                                     | 56,426   |             |         |             | 651,675    |         
|                                                                  | Payments on notes payable                                                                 |                                              |                                                     | (7,289   | )           |         |             | (514,197   | )       
|                                                                  | Advance received                                                                          |                                              |                                                     |         |             |         |             | 156,000    |         
|                                                                  | Repayments of advances                                                                    |                                              |                                                     | (55,500  | )           |         |             |           |         
|                                                                  | Proceeds from notes payable  related parties                                             |                                              |                                                     | 50,000   |             |         |             | 183,048    |         
|                                                                  | Payment on notes payable  related parties                                                |                                              |                                                     | (285,000 | )           |         |             |           |         
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |           
|                                                                  |                                                                                           |                                              | Net Cash (Used In) Provided By Financing Activities |          |             | (28,477 | )           |            |          | 327,755  |  
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |           
|NET DECREASE IN CASH DURING THE PERIOD FROM CONTINUING OPERATIONS |                                                                                           |                                              | (43,939                                             | )        |             |         | (470,170    | )         
|NET CASH USED IN DISCONTINUED OPERATIONS                          |                                                                                           |                                              |                                                    |          |             |         | (33,856     | )         
|CASH  BEGINNING OF PERIOD                                        |                                                                                           |                                              | 43,939                                              |          |             |         | 687,025     |           
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |           
|CASH  END OF PERIOD                                              |                                                                                           | $                                            |                                                    |          |             | $       | 182,999     |           
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |           
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                 |                                                                                           |                                              |                                                     |          |             |         |             |           
|                                                                  | Interest paid during the period                                                           |                                              | $                                                   | 93,381   |             |         | $           | 40,474     |         
|                                                                  |                                                                                           |                                              |                                                     |          |             |         |             |           

See accompanying summary of accounting policies and notes to condensed consolidated financial statements.

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Note 1 - Organization of the Company and Summary of Significant Accounting
Policies

Syndicated Food Service International, Inc., (the Company or Syndicated),
formerly Floridinos International Holdings, Inc., was incorporated on June 25,
1997 in the State of Florida. The Company distributes food and produce to
wholesale and retail outlets, and produces frozen Italian food products for
institutional use, such as schools and prisons. The Companys operations and
clients are located in the middle and southeastern United States.

Basis of Presentation The accompanying unaudited condensed consolidated
financial statements are unaudited and have been prepared by the Company in
accordance with the rules and regulations of the Securities and Exchange
Commission (the SEC). Accordingly, certain information and footnote
disclosures usually found in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. The
financial statements should be read in conjunction with the consolidated
financial statements and related notes included in the Companys Form 10-K for
the year ended December 31, 2002.

The accompanying unaudited condensed consolidated financial statements reflect
all adjustments (including normal recurring adjustments) which, in the opinion
of management, are necessary to present fairly the financial position and
results of operations for the interim periods presented. The results of
operations for an interim period are not necessarily indicative of the results
of operations for a full fiscal year.

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

Use of Estimates- The preparation of the financial statements in conformity
with generally accepted accounting principles in the United States of America
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 2002 financial statements have been
reclassified to conform to the 2003 financial statement presentation.

Earnings per share -In
accordance with SFAS No. 128, Earnings Per Share,
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, and therefore classified as common stock
equivalents. 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, common stock equivalents are not

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considered in the diluted earnings per
share calculations because the effect would have been anti-dilutive.

Stock-based compensation- On April 30, 2001, the Companys Board of Directors
adopted the 2001 Equity Compensation Plan (the Plan). On November 16, 2001,
the shareholders ratified the Plan. The Plan provides for the issuance to
Company employees, non-employee directors and consultants and advisors shares
of Common Stock pursuant to the grant of incentive stock options, non-qualified
stock options and restricted stock. A total of 5,000,000 shares of the
Companys Common Stock were reserved for issuance under the Plan.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No.
123.SFAS No. 148 amends SFAS No. 123, Accounting for Stock Based
Compensationand provides alternative methods for accounting for a change by
registrants to the fair value method of accounting for stock-based
compensation. Additionally, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require disclosure in the significant accounting policy
footnote of both annual and interim financial statements of the method of
accounting for stock based-compensation and the related pro-forma disclosures
when the intrinsic value method continues to be used. The statement is
effective for fiscal years beginning after December 15, 2002, and disclosures
are effective for the first fiscal quarter beginning after December 15, 2002.

The Company accounts for its employee and director stock option plans in
accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees
and related Interpretations. The Company measures compensation expense for
employee and director stock options as the aggregate difference between the
market value of its common stock and exercise prices of the options on the date
that both the number of shares the grantee is entitled to receive and the
exercise prices are known. Compensation expense associated with restricted
stock grants is equal to the market value of the shares on the date of grant
and is recorded pro rata over the required holding period. If the Company had
elected to recognize compensation cost for all outstanding options granted by
the Company applying the fair value recognition provisions of SFAS No. 148 to
stock-based employee compensation, net income (loss) and earnings (loss) per
share would have been reduced to the pro forma amounts indicated below:

|                                                |                                                                                                                                     |   |                              |       |      |   |          |       |  
|----------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------- | ----- | ---- | - | -------- | ----- | -
|                                                |                                                                                                                                     |   | Three Months Ended March 31,
|                                                |                                                                                                                                     |   | (Unaudited)                 
|                                                |                                                                                                                                     |   | 2003                         |       | 2002
|                                                |                                                                                                                                     |   |                              |       |     
|Net Loss from continuing
operations as reported |                                                                                                                                     | $ | (165,398                     | )     |      | $ | (710,897 | )     |  
|                                                | Total stock-based employee compensation expense determined under fair value based
method for all awards, net of related tax
effects |   |                              |      |      |   |          |      |  
|                                                |                                                                                                                                     |   |                              |       |      |   |          |      
|Pro forma amount                                |                                                                                                                                     | $ | (165,398                     | )     |      | $ | (710,897 | )    
|                                                |                                                                                                                                     |   |                              |       |      |   |          |      
|Basic net loss per common share:                |                                                                                                                                     |   |                              |       |      |   |          |      
|                                                | As reported                                                                                                                         |   | $                            | (0.01 | )    |   | $        | (0.06 | )
|                                                | Pro forma                                                                                                                           |   | $                            | (0.01 | )    |   | $        | (0.06 | )

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For the purpose of determining compensation expense, the fair value of each
warrant is measured at the grant date using the Black-Scholes option-pricing
model. As a result of the warrant issuance in the three months ended March 31,
2003 and 2002, the Company recorded compensation expense of $0 and $0,
respectively.

As noted above, the fair value of each warrant grant is estimated on the date
of grant using the Black-Scholes option-pricing model with the following
assumptions:

|                                 |  |      |     |      |  |   |     |  
|-------------------------------- |  | ---- | --- | ---- |  | - | --- | -
|                                 |  | 2003 |     | 2002
|                                 |  |      |     |     
|Estimated dividend yield         |  | $    |    |      |  | $ |    |  
|Expected stock volatility        |  |      | 182 | %    |  |   | 20  | %
|Risk free interest rate          |  |      | 6   | %    |  |   | 6   | %
|Expected life of options (years) |  |      | 1.9 |      |  |   | 2.0 |  

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 holder. The
pro forma effect of including the compensation expense as calculated relating
to the warrants issued is not considered material.

Recent accounting pronouncements -In April 2002, the FASB issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections.SFAS No. 145 rescinds the provisions of
SFAS No. 4, which requires companies to classify certain gains and losses from
debt extinguishments as extraordinary items, eliminates the provisions of SFAS
No. 44 regarding transition to the Motor Carrier Act of 1980 and amends the
provisions of SFAS No. 13 to require that certain lease modifications be
treated as sale leaseback transactions. The provisions of SFAS No. 145 related
to classification of debt extinguishments are effective for fiscal years
beginning after May 15, 2002, with earlier application encouraged.

In July 2002, the FASB issued SFAS No. 146, Accounting for Restructuring
Costs.SFAS No. 146 applies to costs associated with an exit activity
(including restructuring) or with a disposal of long-lived assets. Those
activities can include eliminating or reducing product lines, terminating

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employees and contracts and relocating plant facilities or personnel. Under
SFAS No. 146, the Company will record a liability for a cost associated with an
exit or disposal activity when that liability is incurred and can be measured
at fair value. SFAS No. 146 will require the Company to disclose information
about its exit and disposal activities, the related costs, and changes in those
costs in the notes to the interim and annual financial statements that include
the period in which an exit activity is initiated and in any subsequent period
until the activity is completed. SFAS No. 146 is effective prospectively for
exit or disposal activities initiated after December 31, 2002, with earlier
adoption encouraged. Under SFAS No. 146, a company cannot restate its
previously issued financial statements and the new statement grandfathers the
accounting for liabilities that a company had previously recorded under
Emerging Issues Task Force Issue 94-3.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of Accounting Research Bulletin
(ARB) No. 51, Consolidated Financial Statements. Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through other interest that will absorb some or all of the expected
losses of the entity; or (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entitys activities
through voting rights or similar rights; the obligation to absorb the expected
losses of the entity if they occur, which makes it possible for the entity to
finance its activities; or the right to receive the expected residual returns
of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

Interpretation No. 46 also requires expanded disclosures by the primary
beneficiary (as defined) of a variable interest entity and by an enterprise
that holds a significant variable interest in a variable interest entity but is
not the primary beneficiary. Interpretation No. 46 applies immediately to
variable interest entities created after January 31, 2003, and to variable
interest entities in which an enterprise obtains an interest after that date.
It applies in the first fiscal year or interim period beginning after June 15,
2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. Interpretation No. 46 may
be applied prospectively with a cumulative-effect adjustment as of the date on
which it is first applied or by restating previously issued financial
statements for one or more years with a cumulative-effect adjustment as of the
beginning of the first year restated.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be

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accounted for similarly. This statement is
effective for contracts entered into or modified after June 30, 2003 and all of
its provisions should be applied prospectively.

In May 2003, the FASB issued SFAS No. 150, Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150
changes the accounting for certain financial instruments with characteristics
of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting
guidance contained in SFAS No. 150 requires that those instruments be
classified as liabilities in the balance sheet.

SFAS No. 150 affects the issuers accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets.
A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets. The third type of instruments
that are liabilities under this Statement is obligations that can be settled
with shares, the monetary value of which is fixed, tied solely or predominantly
to a variable such as a market index, or varies inversely with the value of the
issuers shares. SFAS No. 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety.

Most of the provisions of SFAS No. 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements. The remaining provisions of this Statement are
consistent with the FASBs proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own shares. This Statement shall be effective for financial instruments
entered into or modified after May 31, 2003 and otherwise shall be effective at
the beginning of the first interim period beginning after June 15, 2003, except
for mandatorily redeemable financial instruments of a non-public entity, as to
which the effective date is for fiscal periods beginning after December 15,
2003.

In June 2003, the FASB issued an Exposure Draft for proposed SFAS entitled
Qualifying Special Purpose Entities (QSPE) and Isolation of Transferred
Assets, an amendment of SFAS No. 140 (The Exposure Draft). The Exposure
Draft is a proposal that is subject to change and as such, is not yet
authoritative. If the proposal is enacted in its current form, it will amend
and clarify SFAS 140. The Exposure Draft would prohibit an entity from being a
QSPE if it enters into an agreement that obliged a transferor of financial
assets, its affiliates, or its agents to deliver additional cash or other
assets to fulfill the special-purposes entitys obligation to beneficial
interest holders. Other than the early application of SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets(see Note 10)
management does not expect the impact from these statements pronouncements to
have a material impact on the Companys consolidated financial position or
results of operations.

Note 2- Notes Payable  Related Parties

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The following is a listing of related party notes payable as of March 31, 2003
and December 31, 2002:

|                                                                                                                                                                                                                                   |  |   |           |  |          |   |           |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | --------- |  | -------- | - | --------- |  | 
|                                                                                                                                                                                                                                   |  |   | 3/31/03   |  | 12/31/02
|                                                                                                                                                                                                                                   |  |   |           |  |         
|$500,000 mortgage payable to an investment
company (A) at 9% due in 2003. The mortgage
is secured by the property located in Lakeland,
Florida. This mortgage is currently in default
and revised terms have yet to be formalized. |  | $ | 495,342   |  |          | $ | 495,342   | 
|$1,600,000 note payable to an investment
company (A) that matures in 2003 bearing
interest at 10%. This note is currently in
default
and revised terms have yet to be formalized.                                                  |  |   | 1,600,000 |  |          |   | 1,600,000 | 
|$98,048 unsecured notes payable (5) to an
investment company (A) bearing interest at 10%
and maturing in 2003. The remaining notes are
currently in default and revised terms have yet
to be formalized.                           |  |   | 98,048    |  |          |   | 98,048    | 
|$285,000 unsecured notes payable (3) to an
investment company (A) bearing interest at 10%
and maturing in 2003.                                                                                                                    |  |   |          |  |          |   | 285,000   | 
|$20,000 unsecured note payable to an investment
company (A) bearing interest at 10% and
maturing in 2003. This note is currently in
default and revised terms have yet to be
formalized.                                           |  |   | 20,000    |  |          |   | 20,000    | 
|$435,000 unsecured note payable to an investment
company (A) bearing interest at 12% and maturing
in 2003.                                                                                                                         |  |   | 435,000   |  |          |   | 435,000   | 
|$50,000 unsecured note payable to an investment
company (A) bearing interest at 10% and
maturing in 2003. This note is currently
in default and revised terms have yet to be
formalized.                                           |  |   | 50,000    |  |          |   |          | 

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|                                                                                                                                                                                                                                                                         |                         |  |           |            |          |  |           |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------- |  | --------- | ---------- | -------- |  | --------- | ---------- | -
|                                                                                                                                                                                                                                                                         |                         |  | 3/31/03   |            | 12/31/02
|                                                                                                                                                                                                                                                                         |                         |  |           |            |         
|$1,266,420 note payable to sellers of common
stock in acquired subsidiaries bearing interest at
3.91%. The note is payable in three installments
commencing in 2003, and matures in 2005. This
note is currently in default and revised terms
have yet to be formalized. |                         |  | 1,266,420 |            |          |  | 1,266,420 |           
|                                                                                                                                                                                                                                                                         |                         |  |           |            |          |  |           |           
|                                                                                                                                                                                                                                                                         | Total debt              |  |           | 3,964,810  |          |  |           | 4,199,810  |  
|                                                                                                                                                                                                                                                                         | Less current maturities |  |           | (3,964,810 | )        |  |           | (3,166,600 | )
|                                                                                                                                                                                                                                                                         |                         |  |           |            |          |  |           |           
|                                                                                                                                                                                                                                                                         | Long-term debt          |  | $         |           |          |  | $         | 1,033,210  |  
|                                                                                                                                                                                                                                                                         |                         |  |           |            |          |  |           |           

(A)  The investment company referred to above is a related party as it holds a
significant amount of common stock of the Company.

Interest expense on these notes for the three months ended March 31, 2003 and
2002 was $77,025 and $54,885, respectively.

Note 3- Notes Payable  Unrelated Parties

Mortgage and Term Facility

In February 2003, Syndicated Bloomington I LLC entered into a $2,625,000
financing arrangement with a Bank, which provided for a first lien security
interest in the land and building in Bloomington, Indiana. The purpose of the
mortgage was to refinance certain indebtedness against the facility and real
estate. The maturity date of the mortgage is seven years from the date of the
closing of the mortgage loan. The amortization period is for twenty years with
payments of principal and interest due monthly based upon a 20-year
amortization period calculated utilizing a simple mortgage amortization
formula. The mortgage may be prepaid in whole or in part on any payment date
without penalty or premium. Additionally, the Bank provided Beasley Food
Service with a one-year term working capital credit line of $1,000,000 (the
Term Facility). The Term Facility provides for an advance rate against
eligible receivables of 70%, at a variable interest rate approximating 5.25%
per annum. The Bank also received a first security interest in all assets of
Beasley Food Service, Inc., as well as the guarantee by the Company and a
pledge of its capital stock of both Beasley Food Service, Inc. and Beasley
Transportation, Inc. As of March 31, 2003, the Company has drawn $185,559 on
the term facility, which is reflected in the condensed consolidated balance
sheet as credit line payable.

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The following is a listing of unrelated party notes payable as of March 31,
2003 and December 31, 2002:

|                                                                                                                                                                                              |                                    |   |           |           |          |   |           |           |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | - | --------- | --------- | -------- | - | --------- | --------- | -
|                                                                                                                                                                                              |                                    |   | 3/31/03   |           | 12/31/02
|                                                                                                                                                                                              |                                    |   |           |           |         
|$2,625,000 mortgage payable at interest of
4.88% maturing in 2010. The mortgage is
secured by the plant building and land in
Bloomington, Indiana.                                            |                                    | $ | 2,617,711 |           |          | $ |          |          
|$2,625,000 mortgage payable at interest of
5.25% maturing in 2009. The mortgage was
paid in full as part of a refinancing in
January 2003.                                                    |                                    |   |          |           |          |   | 2,568,574 |          
|$140,000 mortgage payable to an individual
at interest of 9% maturing with an original
maturity in 2007. The mortgage was
written off as part of a Chapter 7
Bankruptcy filing in March 2003. |                                    |   |          |           |          |   | 121,054   |          
|                                                                                                                                                                                              |                                    |   |           |           |          |   |           |          
|                                                                                                                                                                                              | Total debt  unrelated parties     |   |           | 2,617,711 |          |   |           | 2,689,628 |  
|                                                                                                                                                                                              | Less current maturities            |   |           | (79,068   | )        |   |           | (191,351  | )
|                                                                                                                                                                                              |                                    |   |           |           |          |   |           |          
|                                                                                                                                                                                              | Long term debt  unrelated parties |   | $         | 2,538,643 |          |   | $         | 2,498,277 |  
|                                                                                                                                                                                              |                                    |   |           |           |          |   |           |          

Interest expense on these notes for the three months ended March 31, 2003 and
2002 was $37,350 and $29,222, respectively.

Note 4- Debts Discharged in Bankruptcy

On March 14, 2003, the Company filed voluntary Chapter 7 bankruptcy petitions
on behalf of certain wholly owned subsidiaries previously engaged in the
restaurant and food processing segments of the Companys operations. The
composition of the debts discharged under these proceedings and the resulting
gain recognized in the Companys Condensed Consolidated Statement of Operations
for the three months ended March 31, 2003 is as follows:

|                                                               |  |   |         | 
|-------------------------------------------------------------- |  | - | ------- | 
|Trade accounts payable                                         |  | $ | 144,558 | 
|Accrued expenses                                               |  |   | 31,782  | 
|Capital lease payable                                          |  |   | 55,063  | 
|Mortgage payable                                               |  |   | 121,054 | 
|                                                               |  |   |         | 
|Total gain on discharges in bankruptcy  continuing
operations |  | $ | 352,457 | 
|                                                               |  |   |         | 

The Company also recognized income from discontinued operations in the amount
of $107,383 related to the discharge of trade accounts payable and accrued
expenses in the three months ended March 31, 2003.

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Note 5- Supplemental disclosure of non-cash investing and financing activities

The following non-cash transactions are not included in the consolidated
statements of cash flows:

|                                                                    |  |         |            |         |  |   |            |  
|------------------------------------------------------------------- |  | ------- | ---------- | ------- |  | - | ---------- | -
|                                                                    |  | 3/31/03 |            | 3/31/02
|                                                                    |  |         |            |        
|PROVIDED BY (USED IN) OPERATING ACTIVITIES:                         |  |         |            |         |  |   |            |  
|Trade accounts payable discharged in bankruptcy                     |  | $       | 144,558    |         |  | $ |           |  
|Accrued expenses payable discharged in bankruptcy                   |  |         | 31,782     |         |  |   |           |  
|                                                                    |  |         |            |         |  |   |            |  
|                                                                    |  | $       | 176,340    |         |  | $ |           |  
|                                                                    |  |         |            |         |  |   |            |  
|PROVIDED BY (USED IN) INVESTING ACTIVITIES:                         |  |         |            |         |  |   |            |  
|Acquisition of property and equipment                               |  | $       |           |         |  | $ | (1,973,325 | )
|                                                                    |  |         |            |         |  |   |            |  
|                                                                    |  | $       |           |         |  | $ | (1,973,325 | )
|                                                                    |  |         |            |         |  |   |            |  
|PROVIDED BY (USED IN) FINANCING ACTIVITIES:                         |  |         |            |         |  |   |            |  
|Capital lease payable discharged in bankruptcy                      |  | $       | 55,063     |         |  |   |           |  
|Mortgage payable discharged in bankruptcy                           |  |         | 121,054    |         |  |   |           |  
|Note payable issued for Syndicated Bloomington I LLC                |  |         |           |         |  |   | 1,973,325  |  
|Payoff of mortgage on real property of Syndicated
Bloomington I LLC |  |         | (2,568,574 | )       |  |   |           |  
|Mortgage on real property of Syndicated Bloomington I LLC           |  |         | 2,568,574  |         |  |   |           |  
|                                                                    |  |         |            |         |  |   |            |  
|                                                                    |  | $       | 176,117    |         |  | $ | 1,973,325  |  
|                                                                    |  |         |            |         |  |   |            |  

|                                                             |  |         |   |         |  |   |         |  
|------------------------------------------------------------ |  | ------- | - | ------- |  | - | ------- | -
|                                                             |  | 3/31/03 |   | 3/31/02
|                                                             |  |         |   |        
|SUMMARY OF CHANGES IN CASH FLOWS OF DISCONTINUED
OPERATIONS: |  |         |   |         |  |   |         |  
|NET CASH USED IN OPERATING ACTIVITIES                        |  | $       |  |         |  | $ | (33,106 | )
|NET CASH USED IN INVESTING ACTIVITIES                        |  |         |  |         |  |   |        |  
|NET CASH USED IN FINANCING ACTIVITIES                        |  |         |  |         |  |   | (750    | )
|                                                             |  |         |   |         |  |   |         |  
|NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS       |  | $       |  |         |  | $ | (33,856 | )
|                                                             |  |         |   |         |  |   |         |  

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Note 6 - Segment Reporting

The Company discloses segment information in accordance with SFAS No. 131,
Disclosure About Segments of an Enterprise and Related Information, which
requires companies to report selected segment information on a quarterly basis
and to report certain entity-wide disclosures about products and services,
major customers, and the material countries in which the entity holds assets
and reports revenues.

The Company has three reportable segments: wholesale foodservice distribution,
food processing, and corporate. The Companys reportable segments are
strategic divisions that offer different services and are managed separately as
each division requires different resources and marketing strategies. The
wholesale foodservice distribution division markets and distributes national
and private label food and food-related products to restaurants, hotels,
cafeterias, schools, healthcare facilities and other institutions. The food
processing division manufactures certain food products, including frozen pizza,
and pursuant to a license trademark agreement, barbeque and chili for sale
principally through distributors to institutional accounts. The Corporate
division provides executive management and houses the Company real estate. The
Company evaluates segment performance based on revenues, gross profit, and
income before provision for income taxes. The Company does not allocate income
taxes or unusual items to the segments.

|                              |                 |   |           |           |         |   |           |           |  
|----------------------------- | --------------- | - | --------- | --------- | ------- | - | --------- | --------- | -
|                              |                 |   | 3/31/03   |           | 3/31/02
|                              |                 |   |           |           |        
|Gross Sales                   |                 |   |           |           |         |   |           |          
|                              | Food service    |   | $         | 3,866,313 |         |   | $         | 4,805,746 |  
|                              | Food processing |   |           | 165,320   |         |   |           | 186,105   |  
|                              | Corporate       |   |           | 57,076    |         |   |           | 39,825    |  
|                              |                 |   |           |           |         |   |           |          
|Total gross sales             |                 | $ | 4,088,709 |           |         | $ | 5,031,676 |          
|                              |                 |   |           |           |         |   |           |          
|Gross Profit                  |                 |   |           |           |         |   |           |          
|                              | Food service    |   | $         | 1,000,806 |         |   | $         | 995,796   |  
|                              | Food processing |   |           | 44,636    |         |   |           | 53,316    |  
|                              | Corporate       |   |           | 57,076    |         |   |           | 39,825    |  
|                              |                 |   |           |           |         |   |           |          
|Total gross profit            |                 | $ | 1,102,518 |           |         | $ | 1,088,937 |          
|                              |                 |   |           |           |         |   |           |          
|Income (loss) from operations |                 |   |           |           |         |   |           |          
|                              | Food service    |   | $         | (4,714    | )       |   | $         | 59,377    |  
|                              | Food processing |   |           | (24,795   | )       |   |           | (44,828   | )
|                              | Corporate       |   |           | (348,612  | )       |   |           | (510,347  | )
|                              |                 |   |           |           |         |   |           |          
|Total loss from operations    |                 | $ | (378,121  | )         |         | $ | (495,798  | )        
|                              |                 |   |           |           |         |   |           |          
|Depreciation                  |                 |   |           |           |         |   |           |          
|                              | Food service    |   | $         | 41,278    |         |   | $         | 26,604    |  
|                              | Food processing |   |           |          |         |   |           | 2,642     |  
|                              | Corporate       |   |           | 20,342    |         |   |           | 20,342    |  
|                              |                 |   |           |           |         |   |           |          
|Total                         |                 | $ | 61,620    |           |         | $ | 49,588    |          
|                              |                 |   |           |           |         |   |           |          
|Interest                      |                 |   |           |           |         |   |           |          
|                              | Food service    |   | $         |          |         |   |           |          |  
|                              | Food processing |   |           |          |         |   |           |          |  
|                              | Corporate       |   |           | 139,375   |         |   |           | 237,107   |  
|                              |                 |   |           |           |         |   |           |          
|Total                         |                 | $ | 139,375   |           |         | $ | 237,107   |          
|                              |                 |   |           |           |         |   |           |          

|             |                 |   |           |           |  |   |           |           | 
|------------ | --------------- | - | --------- | --------- |  | - | --------- | --------- | 
|             |                 |   |           |           |  |   | 12/31/02 
|             |                 |   |           |           |  |   |          
|Total Assets |                 |   |           |           |  |   |           |          
|             | Food service    |   | $         | 3,014,618 |  |   |           | 3,212,405 | 
|             | Food processing |   |           | 188,323   |  |   |           | 186,047   | 
|             | Corporate       |   |           | 5,794,748 |  |   |           | 5,903,285 | 
|             |                 |   |           |           |  |   |           |          
|Total        |                 | $ | 8,997,689 |           |  | $ | 9,301,737 |          
|             |                 |   |           |           |  |   |           |          

The goodwill of $1,536,784 relates to the food service segment. The segments
of the Company follow the same accounting policies as the consolidated group.

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Note 7  Commitments and Contingencies

Contingencies

Shareholder Put Right

As part of the acquisition of wholly owned subsidiaries, the Company entered
into a First Amendment to the Agreement and Plan of Merger that included, in
part, a put right (the Put Right) with the selling party (the Shareholder).
The Put Right provides for the Shareholder having a right to put, at any time
during the 20-day period commencing on June 30, 2003 (the Put Date) and
ending on July 20, 2003 (the Expiration Date) all, but not less than all, the
458,716 shares of common stock of the Companys common stock received by the
Shareholder to the Company, in the event that the average closing asked price
for common shares of the Company for the 20 trading days immediately preceding
the Put Date is less than $4.36 per common share for an aggregate value of
approximately $2,000,000. In the event the Shareholder exercises the Put Right
and the Company tenders the $2,000,000, the second installment of principal due
to the Shareholder on the $1,266,420 note payable referred to in Note 2 shall
be deferred by one year to January 2, 2005, when it will become payable
concurrent with the third and final installment due on that note.

Effective July 8, 2003, the Shareholder provided the Company with a Notice of
Exercise of Put Right. The Company has been unable to satisfy its obligations
resulting from the exercise of the Put Right, rendering the Company in default.
To remedy the default, the Company and the Shareholder executed an Extension
and Exchange Agreement (the E&E Agreement) in August 2003. The terms of the
E&E Agreement provide for the following commitments by the Company in
consideration for certain forbearances and amendments agreed to by the

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Shareholder. Effective as of August 29, 2003, the Company has released the
Shareholder from any indemnification obligations under the Agreement and Plan
of Merger and released the Shareholders 458,716 common shares from a pledge as
security for those indemnification obligations. In addition, the Company
became obligated to issue an additional 229,358 common shares to the
Shareholder, and to attempt to secure for the Shareholder the senior lenders
consent to junior security interests in the assets of certain wholly owned
subsidiaries that would be subordinate to the senior lender.

The Company also agreed that in the event it is successful raising new equity
capital in a private placement, then the Shareholders original common shares
(458,716) will be converted into $2,000,000 of a newly created Series A
Preferred Stock with enhanced voting rights.

The Shareholder still retains the Put Right exercisable on or after November 1,
2003, until a new expiration date of November 30, 2003 (and exercisable earlier
than November 1, 2003 if certain covenants and conditions of the E&E Agreement
are not met by the Company). The Shareholder has agreed to defer calling its
$1,266,420 note into default and agreed not to realize on the security for the
note until the Put Right again becomes exercisable, and has further agreed both
to waive any outstanding defaults and to adjust a principal paying date, in the
event the Company closes the anticipated private placement to raise new equity
capital and satisfies the principal and interest payments then outstanding to
the Shareholder. As of the filing of this report the Shareholder has not
exercised the Put Right, but the pro forma information provided below details
the effect on the Companys financial statements as if the Shareholder
exercised the Put Right:

|                                                         |                                                             |   |            |            |   |   |            |   | 
|-------------------------------------------------------- | ----------------------------------------------------------- | - | ---------- | ---------- | - | - | ---------- | - | 
|                                                         |                                                             |   |            |            |   |   | 3/31/03   
|                                                         |                                                             |   |            |            |   |   |           
|TOTAL ASSETS AS REPORTED                                 |                                                             | $ | 8,997,689  |            |   |   |            |  
|                                                         | effect of exercise of Put Right on total assets             |   |            |           |   |   |            |   | 
|                                                         |                                                             |   |            |            |   |   |            |  
|PRO FORMA TOTAL ASSETS                                   |                                                             |   |            |            |   | $ | 8,997,689  |  
|                                                         |                                                             |   |            |            |   |   |            |  
|TOTAL LIABILITIES AS REPORTED                            |                                                             | $ | 10,694,283 |            |   |   |            |  
|                                                         | effect of exercise of Put Right on total liabilities        |   |            | 2,000,000  |   |   |            |   | 
|                                                         |                                                             |   |            |            |   |   |            |  
|PRO FORMA TOTAL LIABILITIES                              |                                                             |   |            |            |   | $ | 12,694,283 |  
|TOTAL SHAREHOLDERS DEFICIENCY AS REPORTED               |                                                             |   | (1,696,594 | )          |   |   |            |  
|                                                         | effect of exercise of Put Right on shareholders deficiency |   |            | (2,000,000 | ) |   |            |   | 
|                                                         |                                                             |   |            |            |   |   |            |  
|PRO FORMA TOTAL SHAREHOLDERS DEFICIENCY                 |                                                             |   |            |            |   |   | (3,696,594 | )
|                                                         |                                                             |   |            |            |   |   |            |  
|PRO FORMA TOTAL LIABILITIES AND SHAREHOLDERS DEFICIENCY |                                                             |   |            |            |   | $ | 8,997,689  |  
|                                                         |                                                             |   |            |            |   |   |            |  

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Claims related to Third Party Billing actions

The general nature of what is described as and heretofore referred to as Third
Party Billing activities relates to the alleged practice of certain members of
former management, certain financial factoring companies (the Factors) and
unrelated sellers of trade accounts receivables (collectively the Originating
Seller). As best understood by current management and corporate counsel, the
Third Party Billing process involved Company personnel falsely attesting to the
ordering, receipt of and payment obligation for goods allegedly delivered to it
by the Originating Seller, creating trade receivables for the Originating
Seller. The subject receivables were sold to the Factors by the Originating
Seller under a separate agreement between the Factors and the Originating
Seller, with the Originating Seller receiving advances on the invoice totals
underlying the receivables sold. It is believed that the Originating Seller
replicated this scheme to some fifty separate companies involving multiple
factoring companies. It is also believed individual members of the companies
involved were being remunerated directly by the Originating Seller for their
active participation in this scheme.

Based upon the current knowledge of the Company, neither it nor any of its
subsidiaries received goods against these invoices. Complaints filed against
the Company are based upon the representations earlier referenced, and that the
Originating Seller has filed a Chapter 11 proceeding in the Southern District
of Florida, with the Originating Seller owing substantial monies to the
Factors. The issue that the Originating Seller did not ship the goods and does
not have the financial resources to return monies advanced to it by the Factors
based upon these invoices (supported by representations made by certain members
of the Companys former management) forms the basis for the related complaints
against the Company and other entities involved.

Certain actions relating to Third Party Billing actions were fully settled as
of December 31, 2002 (described as FACTOR B, C, E and F in the Companys most
recent Securities and Exchange Commission form 10-KSB filing), and a summary of
the remaining Third Party Billing actions filed against the Company by the
Factors is as follows:

FACTOR A: In November 2001, FACTOR A commenced a lawsuit against the Company
in the Superior Court of New Jersey. FACTOR A alleged that the Company
purchased goods from an Originating Seller and that the Company owed FACTOR A,
as the Originating Sellers assignee, $438,627 for the goods allegedly
purchased and received. On or about June 7, 2002, FACTOR A was granted a
summary judgment in the lawsuit. On or about August 26, 2002, FACTOR A and the
Company entered into a settlement agreement wherein the Company agreed to pay
to FACTOR A $270,000, together with interest thereon in full satisfaction of
all FACTOR A claims against it with respect to the lawsuit. The terms of
payment of the balance of monies owed included monthly payments commencing
August 15, 2002 and continuing thereafter each month

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until July 15, 2004. As of the date of this report, the Company is in default
pursuant to the terms of the settlement agreement, rendering the original
settlement terms null and void. The Company is presently liable for the net of
the original damages, plus accrued interest, less $155,000 in payments for
approximate outstanding damages of $332,000.

FACTOR D:In May 2002, FACTOR D commenced a lawsuit against the Company and
two of its subsidiaries in the Circuit Court of Miami-Dade County, Florida.
FACTOR D alleged that the Company and the subject subsidiaries purchased goods
from an Originating Seller and that the Company and the subject subsidiaries
owed FACTOR D, as Originating Sellers assignee, $285,732 for the goods
allegedly purchased. This action was partially settled in December 2002 with
the Company making a payment of $80,580 to FACTOR D. This payment fully
released one of the subject subsidiaries from any further claims by FACTOR D.
The claim against the other subsidiary in the amount of $121,985 was included
in that subsidiarys Chapter 7 Bankruptcy filing dated March 14, 2003. The
remainder of the claim, $63,022, has not been settled in any manner through the
date of this report.

In March 2003, a non-related party commenced a lawsuit against the Company in
the Lawrence County Circuit Court, in the State of Kentucky. The complaint was
also filed against an unrelated entity believed to be owned by certain members
of former management and, individually, against the Companys former Vice
President, Controller. The complaint alleges fraud, breach of fiduciary duty
relative to the goods allegedly purchased and certain documents retained by the
defendants. While the complaint does not specify a dollar amount being sought,
the non-related party has represented that demand has been made against it for
an excess of $800,000 by the Factors involved. Although pending litigation has
not been fully developed through discovery, an assessment of the likelihood of
an adverse result cannot be made at this time. It is the Companys position
that if a fraud was committed, it was done so by named parties independent of
the Company and the Company plans to defend itself accordingly.

Other Asserted Claims

In June 2001, the seller of a wholly owned subsidiary of the Company commenced
an action against the Company alleging breach of contract, claiming restitution
of approximately $12,000 and title to 15,000 restricted shares of the Companys
common stock. As of the date of this report, this action has been settled by
all of the involved parties (see Note 11).

In May 2002, a former employee commenced an action against the Company alleging
breach of contract, claiming restitution of approximately $112,000 and shares
of the Companys common stock valued at $60,000. The dispute arises from the
Company refusing to honor the terms of an employment agreement between it and
the employee, holding that the employee was terminated for cause and that the
provisions of the subject employment agreement are unenforceable. As of the
date of this report, both parties have engaged in settlement discussions but
such discussions have not advanced to the point where a reasonable assessment
of settlement terms can be estimated.

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The Company is involved in other lawsuits and claims arising out of the
ordinary course of its business. In the opinion of management, based on the
advice of corporate counsel, the lawsuits and claims pending are not likely to
have a material adverse effect on the Company, its financial position, its
results of operations or its cash flows.

Note 8- Related Party Transactions

During 2003, the Company had the following funding transactions with an
investment company and affiliated entities which together hold a significant
share of the Companys outstanding common stock (See Note 2):



| |  | In February 2003, the Company repaid $285,000 on three notes payable and
$75,000 in accrued interest on other outstanding notes payable.                                                               
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In March 2003, the Company borrowed $50,000 pursuant to a non-secured
promissory note to be used for general working capital. The note accrues
interest at 10% per annum, and is due in September 2003.

In January through May 2003, the Company paid to a Director of the Company a
total of $115,500 in accrued rent and other advances payable.

Pursuant to a compensation agreement between the Company and the Chief
Executive Officer, the Company tendered a $50,000 payment to the Chief
Executive Officer in March 2003 as part of completing the closing of the
Mortgage and Term Facility referred to in Note 3.

Note 9- Going Concern

The accompanying interim condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principals, which
contemplate the continuation of the Company as a going concern. As of March
31, 2003, the Company had a shareholders deficiency of $1,696,594 a working
capital deficiency of $5,683,629, and incurred net losses from continuing
operations of $165,398 for the three months then ended. Additionally, as
discussed in Note 7, the Company is subject to the terms of the Put Right,
terms that, if enforced, would materially affect the operations of the Company.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern.

To address these concerns, management entered bankruptcy petitions for certain
wholly owned subsidiaries of the Company (see Note 4), reduced associated
payroll and overhead costs not associated with operations to nominal levels,
and initiated efforts to secure external equity capital through the private
placement of Company common stock. Additionally, the Company is party to an
agreement to convert certain notes payable due to a related investment company
to common shares of the Company should certain terms by met. As of the date of
this report, this agreement has expired but the Company has undertaken to amend
and extend the original terms.

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

Note 10- Sale of Restaurant and Discontinued Operations

In October 2001, the Company sold the last restaurant that it operated, located
in New York, New York. Under the terms of the agreement, the Company retained
the catering portion of the operations until the catering agreement itself was
terminated in May 2002.

As noted in Note 1 to the financial statements, the FASB issued SFAS No. 144
Accounting for the Impairment or Disposal of Long-Lived Assetswhich is
effective for fiscal years beginning after December 15, 2001. As encouraged by
the FASB, the Company early adopted SFAS No. 144 in the fourth quarter 2001 and
has retroactively applied it to transactions occurring during the year ended
December 31, 2001. All prior full year reporting periods have been restated to
reflect the adoption. The application of this statement resulted in the
classification and separate financial presentation of certain entities as
discontinued operations, which are not included in continuing operations.
There have been no sales from discontinued operations in 2003. The major
classes of discontinued assets and liabilities included in the Balance Sheets
are as follows:

|                                      |                                              |   |         |         |          |   |         |         | 
|------------------------------------- | -------------------------------------------- | - | ------- | ------- | -------- | - | ------- | ------- | 
|                                      |                                              |   | 3/31/03 |         | 12/31/02
|                                      |                                              |   |         |         |         
|Cash                                  |                                              | $ |        |         |          | $ |        |        
|Accounts receivable                   |                                              |   |        |         |          |   |        |        
|Prepaid expenses                      |                                              |   |        |         |          |   |        |        
|Inventory                             |                                              |   |        |         |          |   |        |        
|Net property and equipment            |                                              |   |        |         |          |   |        |        
|Other assets                          |                                              |   |        |         |          |   |        |        
|                                      |                                              |   |         |         |          |   |         |        
|                                      | TOTAL ASSETS OF DISCONTINUED
OPERATIONS      |   | $       |        |          |   | $       |        | 
|                                      |                                              |   |         |         |          |   |         |        
|Accounts payable and accrued expenses |                                              | $ | 272,884 |         |          | $ | 380,267 |        
|Advances payable                      |                                              |   | 125,000 |         |          |   | 125,000 |        
|                                      |                                              |   |         |         |          |   |         |        
|                                      | TOTAL LIABILITIES OF DISCONTINUED
OPERATIONS |   | $       | 397,884 |          |   | $       | 505,267 | 
|                                      |                                              |   |         |         |          |   |         |        

The Company recognized income from discontinued operations in the amount of
$107,383 related to the discharge of trade accounts payable and accrued
expenses in the three months ended March 31, 2003.

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Note 11- Subsequent Events

Momentum Discontinuation of Asheville, North Carolina Operations.In June
2003, through the execution of the Agreement to Transfer Assets and Liabilities
By and Between Momentum, the Company and Cannon Pack-Enterprises, Inc.,
Momentum and Syndicated agreed to terminate all activity in Asheville, North
Carolina and return all assets and liabilities of the Asheville operation to
the former owners in exchange for a full release of all liabilities associated
with the Asheville operation and the right, pursuant to a License Agreement, to
continue to manufacture and sell the Tarheel products originally acquired in
the acquisition.

The operations and certain equipment of Momentum were transferred to a
processing facility in Jasonville, Indiana, leased from an officer and director
of the Company commencing in July 2003.

Extension and Exchange Agreement:As discussed in Note 7, the Company entered
into an Extension and Exchange Agreement with a Shareholder to effect a remedy
to certain provisions of the Agreement and Plan of Merger between the Company
and the Shareholder. This agreement took effect in August 2003.

Debt Conversion Agreement:As discussed in Note 9, the Company entered into an
agreement to convert certain notes payable due to an investment company. This
agreement took effect in August 2003 and expired on October 31, 2003; as of the
date of this report, the Company is seeking to amend and extend the original
terms of this agreement.

Consulting Services Warrants:In August 2003, pursuant to a consulting
agreement, the Company issued warrants to purchase 25,000 shares of its common
stock to a consulting firm for services rendered to the Company. Each warrant
is exercisable at $.25 per share and expires in August 2006.

Default on Certain Notes Payable:As discussed in Note 2,on October 1, 2003,
the Company defaulted on certain notes payable due to an investment company.
As of the date of this report, the Company is undergoing negotiations to extend
and reschedule the notes payable comprising the default.

Settlement of Trade Payables:On October 1, 2003, the Company, its former
counsel and a related investment company entered into an agreement whereby
approximately $330,000 in trade accounts payable were discharged in return for
a $200,000 unsecured promissory note payable to former counsel due August 14,
2004, and a payment of $100,000 to former counsel from a related investment
company.

Settlements of Certain Legal Actions:On October 2, 2003, the Company
formalized a settlement agreement with the seller of a wholly owned subsidiary
of the Company who had commenced an action against the Company in June 2001.
Pursuant to this agreement, the Company will tender a payment of $15,000 and
issue 10,000 shares of the Companys common stock to the parties by December
31, 2003.

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Item 2. Managements Discussion and Analysis or Plan of Operation

MANAGEMENTS DISCUSSION AND ANALYSIS

General Statement: Factors that may affect future results

With the exception of historical information, the matters discussed in
Managements Discussion and Analysis or Plan of Operation 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.

OVERVIEW

Syndicated Food Service International, Inc. (the Company or
Syndicated), formerly known as Floridinos International Holdings, Inc., was
organized in June 1997 under the laws of the State of Florida, having the
stated purpose of engaging in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Florida.

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The Company became a reporting company on October 21, 1999 through a
registration of its shares pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the Exchange Act). The Company changed its name
from Floridinos International Holdings, Inc. to its present name by filing
Amended and Restated Articles of Incorporation on November 20, 2001. During the
fourth quarter of 2001, the Company made a decision to transform its business
philosophy and changed its operations from a restaurant operator and food
processor to a wholesale foodservice distributor and, on a selected basis, as a
food processor.

As previously reported in the Companys Current Report on Form 8-K, filed
August 22, 2002, the Company replaced its entire Board of Directors during the
first and second quarters of 2002 and new directors were elected to the board
in their place. Also, during the first and second quarters of 2002 the Company
terminated its former management and elected new management in their place.

The Company operates three on-going business segments: Wholesale
Foodservice Distribution, including the Companys Beasley Food Service, Inc.
and Beasley Transportation, Inc. subsidiaries (collectively the Beasley
Operation), Food Processing, including the Companys Momentum Food Services,
Inc. subsidiary (Momentum) and Corporate. Included under Corporate segment
is the Companys real estate holding, owned by the Companys wholly owned
subsidiary, Syndicated Bloomington I LLC, which owns the land and buildings
upon which the Beasley Operation is operated. The Companys business segments
are based on business divisions that offer similar products and services. With
the October 2001 sale of the Companys last restaurant, the Company treated its
Restaurant segment as discontinued operations for the years ended December 31,
2002, 2001 and 2000.

I.     RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 2002:

Consolidated sales, gross profit and net loss:

Consolidated sales for the quarters ended March 31, 2003 and 2002 were
$4,088,709 and $5,031,676, respectively. Gross profits for the quarters ended
March 31, 2003 and 2002 were $1,102,518 and $1,088,937, respectively. For the
aforementioned quarterly periods, gross profits represented approximately 27%
and 22% of sales respectively.

The year on year decline in sales for the periods was principally
encountered in the Wholesale Foodservice Segment with the Companys Beasley
Operation. The decline in revenues was in part caused by harsh weather
conditions encountered during the quarter that caused a general softening of
the market. Additionally, during calendar 2003, due to the corporate policy to
source inventory through its parent company, one of the Beasley Operations
customers, which accounted for approximately $3,000,000 of annualized revenues,
was lost, thereby causing the decline in year on year results.

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The year on year increase in gross profits for the periods was principally
due to the ability of the Beasley Operation to replace the sales lost from one
customer, as earlier mentioned, while in lesser amounts, with new higher gross
margin business. The lost sales generated average gross margin in the 5%
range. Sales to new customers, which in part replaced some of the lost sales,
generated gross margin in the 18% to 20% range. Additionally, while the
Beasley Operation encountered higher than anticipated fuel cost from its
transportation activity which negatively impacted gross margin, it realized
higher marketing income than in the same period the prior year which helped to
offset cost associated with cost of goods sold. Marketing income at the
Beasley Operation is derived from promotional activities entered into with
vendors and suppliers to promote specific products or lines of products. These
agreements are entered into on an annual, quarterly or monthly basis. The
vendor or supplier pays Beasley a fee to use the many marketing programs
offered by Beasley to our customers to promote their products. For the
quarters ended March 31, 2003 and 2002, marketing income was $107,702 and
$44,092, respectively.

Selling, general and administrative expenses for the quarters ended March
31, 2003 and 2002 were $1,386,519 and $1,502,647, respectively. After
deducting selling, general and administrative costs and depreciation and
amortization, the Company decreased losses from operations to $378,121 for the
quarter ended March 31, 2003 from $495,798 for the quarter ended March 31,
2002.

The year on year decrease in operating expenses was principally due to
reduction of expense in the Corporate Segment. At the end of the quarter ended
March 31, 2002, the Company implemented a corporate restructuring whereby three
former executive employees were terminated, corporate offices were shut down
and associated travel and other expense, including legal expenses were better
contained.

During the quarter ended March 31, 2003, due to a non-recurring gain on
discharges in bankruptcy of $352,457, the Company generated other income of
$212,723 from continuing operations. During the quarter ended March 31, 2002,
the Company had other expenses which generated a net cost of $215,099.
Included in these amounts are interest expense of $139,375 and $237,107 for the
quarters ended March 31, 2003 and 2002, respectively. After deducting other
income and expense, net, the Company generated a loss from continuing
operations of $165,398 for the quarter ended March 31, 2003 and $710,897 for
the quarter ended March 31, 2002. The Company realized $107,383 of income from
discontinued operations for the quarter ended March 31, 2003 due to discharges
in bankruptcy, and losses from discontinued operations for the quarter ended
March 31, 2002 of $32,700, thereby generating a net loss of $58,015 and
$743,597 for the quarters ended March 31, 2003 and 2002, respectively.

Other income and expense positively impacted the reduction in loss from
continuing operations, principally through the $352,457 gain on discharges in
bankruptcy. During the quarter ended March 31, 2003, the Company filed
voluntary Chapter 7 bankruptcy petitions on behalf of certain wholly owned
subsidiaries, previously engaged in the now terminated Company

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restaurant segment, in the United States District Court for the Middle
District of Florida. The wholly owned subsidiaries that have been discontinued
and liquidated through Chapter 7 bankruptcy proceedings included Hard Ball
Café, Inc., Floridinos of Bartow, Inc., Floridinos of Delray Beach, Inc.,
Floridinos Express, Inc., Floridinos Home of the Calzone, Inc., Floridinos
of Lake Wales, Inc., Floridinos Pizza Etc., Inc., and Floridinos of Lakeland,
Inc. The Company continues to determine the optimum means to liquidate the
remainder of issues involved with its Floridinos, Inc. subsidiary that housed
its New York restaurant operations. On March 14, 2003, the Company filed
voluntary Chapter 7 bankruptcy petitions on behalf of various wholly owned
subsidiaries previously engaged in the food processing segment in the United
States District Court for the Middle District of Florida. The wholly owned
subsidiaries that have been discontinued and liquidated through Chapter 7
bankruptcy proceedings included Floridinos Specialties, Inc., Toho Holdings,
Inc. and Triton Prestige Products, Inc. As a result of these filings, the
Company recognized the $352,457 gain from liabilities discharged accordingly.

The decrease in interest expense is primarily due to the Company
recognizing $150,000 vs. $25,000 of amortization of deferred offering costs for
the quarters ended March 31, 2003 and 2002, respectively. The Company recorded
$600,000 in deferred offering costs as part of issuing 2,500,000 warrants to
purchase common stock in September 2001. These costs were amortized over the
one-year period through August 2002, and resulted in a charge to interest
expense of $150,000 for the three months ended March 31, 2002. The Company
extended the expiration period of these warrants and lowered the exercise price
in August 2002, resulting in the Company recording deferred offering costs of
$100,000. These costs are amortizable over the one-year period through August
2003, and resulted in a charge to interest expense of $25,000 for the three
months ended March 31, 2003.

Three Months Results for the Wholesale Foodservice Segment

Sales for the Beasley Operation for the quarters ended March 31, 2003 and
2002 were $3,866,313 and $4,805,746, respectively. Gross profits for the
quarters ended March 31, 2003 and 2002 were $1,000,806 and $995,796,
respectively. For the aforementioned quarter periods, gross profits
represented approximately 26%, and 21% of sales, respectively. These
percentages are generally consistent with, or above industry standards, and
management expects this level to remain constant or slightly increase,
depending on the product mix and composition of gross revenues. Operating
expenses for the Beasley Operation for the quarters ended March 31, 2003 and
2002 were $1,005,520 and $936,419, respectively, generating a loss from
operations of ($4,714) for the quarter ended March 31, 2003 and income from
operations of $59,377 for the quarter ended March 31, 2002.

As earlier addressed above, while the Beasley Operation generated positive
cash flow from operations for the quarter ended March 31, 2003 the loss from
operations stemmed in part due to harsh weather conditions encountered during
the quarter that caused a general softening of the market. This coupled with
increased fuel cost associated with the transportation of goods to its
customers and the effort expended to replace revenues lost to one account
attributed to the

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loss from operations for the quarter.

Three Months Results For the Food Processing Segment

Sales for Momentum for the quarters ended March 31, 2003 and 2002 were
$165,320 and $186,105, respectively. Gross profits for the quarters ended
March 31, 2003 and 2002 were $44,636 and $53,316, respectively. For the
aforementioned quarter period, gross profits represented approximately 27%, and
29% of sales respectively. Operating expenses for Momentum for the quarters
ended March 31, 2003 and 2002 were $69,431 and $98,144, respectively,
generating a loss from operations of $24,795 for the quarter ended March 31,
2003 and a loss from operations of $44,828 for the quarter ended March 31,
2002.

Based on the operating results, current management is determining whether
to continue the Companys Momentum operations. Legacy supply contracts which
are unprofitable, fixed costs associated with legacy facilities inherited from
predecessor management, coupled with revenues which are insufficient to drive
gross profits adequate to cover, albeit minimal, selling, general and
administrative costs associated with the operation are some of the factors
under review. As reported in the Companys Form 10-KSB for the calendar years
ended December 31, 2002 and 2001, the Company terminated Momentums activities
in Asheville, North Carolina in June 2003 in an effort to begin to address
these issues. Based upon the results through the balance of calendar 2003,
management will determine whether to maintain or discontinue this operation.

Three Months Results for the Corporate Segment

Corporate segments loss from operations decreased by $161,735 to $348,612
for the quarter ended March 31, 2003 from $510,347 for the quarter ended March
31, 2002. As earlier mentioned this decrease was in part due to the
termination of predecessor management at the end of the quarter ended March 31,
2002 and elimination of the related costs associated with their activities.
Current management is reviewing costs associated with legal, audit and other
professional services used by predecessor management and has instituted changes
to reduce costs accordingly. Of the $348,612 loss from operations for the
quarter ended March 31, 2003, approximately $180,000 were costs incurred with
the restructuring activities of current management, comprised principally of
legal and accounting services, leaving approximately $168,612 associated with
the corporate costs of the Companys on-going activities.

Liquidity and Capital Resources:

Based upon the ratio of current assets to current liabilities, as of March
31 2003, the Company had working capital deficits of $5,683,629. Of this
amount, $3,964,810 is classified as a current liability and owing to parties
related to the Company. Additionally, $1,028,712 remains as a reserve for
contingent losses associated with the restructuring and wind up of historic
issues created by prior management. While there can be no assurances, and as
discussed

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below, to address the Companys deficit working capital position, current
management is undertaking to convert $2,100,000 of related party notes to
equity as well as an additional $2,000,000 of obligations pursuant to certain
put rights of a related party. Management anticipates that the final
disposition of the reserves for contingent losses should be concluded by the
year ending December 31, 2003, the outcome of which at this time is uncertain.

While the Companys total working capital deficit is significant, when
addressing day-to-day trade operations, management is working with cash,
accounts receivable and inventory of $2,406,411 to address $2,696,234 of bank
overdrafts, trade accounts payable, accrued interest payable, advances payable,
accrued expenses, the current portion on notes payable to non-affiliates and
amounts outstanding on the credit line.

On a consolidated basis, cash on hand was $0 and $43,939 as of March 31,
2003 and December 31, 2002, respectively, generating a decrease in cash for the
period of $43,939.

In February 2003, the Beasley Operation received a one-year term working
capital credit facility of $1,000,000 (the Term Facility). The Term Facility
provides for an advance rate against eligible receivables of 70%, at a variable
interest rate approximating 5.25% per annum. The Bank also received a first
security interest in all assets of Beasley Food Service, Inc., as well as the
guarantee by the Company and a pledge of its capital stock of both Beasley Food
Service, Inc. and Beasley Transportation, Inc.

In March 2003, the Company received $50,000 in debt financing from a
related party.
As disclosed in the Companys Form 10-KSB for the calendar years ended December
31, 2002 and 2001, to fund on-going operations, management has designed and
implemented a plan to address working capital needs which included settlement
of certain legal complaints filed against the Company, the reduction of
accounts payable associated with closed operations and entities, reduction of
corporate expenses compared to historic levels, a plan to convert certain of
its debt obligations to equity, and to secure additional working capital
through a private offering of the Companys equity securities.

Additionally, in August 2003 the Company entered into a Debt Conversion
Agreement to convert certain notes payable due to two investment companies and
related parties in the aggregate of approximately $2,100,000 to common shares
of the Company. Pursuant to this agreement, the Company could convert the
aggregate amount of the debt in return for issuing 7,000,000 common shares at
an issue price of $.30 per share if the Company could raise $1,000,000 of new
equity working capital by October 31, 2003. As of the date of this filing, the
Company has failed to raise the minimum amount of capital necessary to trigger
the conversion features of this Agreement, but the Company has undertaken to
negotiate with the parties to extend and amend the original terms to lessen
the carrying costs of its debt burden.

Similarly, in August 2003, the Company entered into an Extension and
Exchange Agreement to convert certain put rights classified as a debt
obligation of $2,000,000 as of June

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30, 2003 from a related party, into what would be a newly created
preferred stock. Pursuant to this agreement, the conversion shall occur at
such time as the Company raises $1,000,000 of new equity working capital. The
Company was unable to raise said working capital on or before November 1, 2003,
causing the put obligation to be classified as debt upon exercise.

As of the third quarter of the fiscal year ending December 31, 2003,
management has initialed a plan to conduct a private offering of the Company
equity securities to raise a minimum amount of $1,000,000 and a maximum amount
of $2,000,000 to address the Companys liquidity position and fund on-going
corporate expenses.

During the fourth calendar quarter of fiscal year ending December 31,
2003, in its effort to continue to reduce historic accounts payable and settle
remaining litigation, the Company entered into an agreement with former counsel
to the Company to address approximately $330,000 in outstanding fees due to the
former counsel. Former counsel agreed to accept $300,000 to settle the account
in full, $200,000 of which was paid in the form of an unsecured promissory note
payable to former counsel due August 14, 2004. The remaining $100,000 was paid
directly to former counsel by one of the Companys principal shareholders.
Additionally, management settled outstanding litigation between the Company and
Hilbert Binderow styled Hilbert Binderow vs. Floridinos International
Holdings, Inc. and Triton Prestige Products, Inc. The terms of the settlement
provided for the issuance of 10,000 shares of the Companys common stock plus
the agreement to pay $15,000 to the litigants on or before December 31, 2003.

Management anticipates that its aggregate working capital requirements
through the balance of calendar 2003 are $300,000.

II.     CRITICAL ACCOUNTING POLICIES

The Company believes the following are its most critical accounting
policies in that they are the most important to the portrayal of the Companys
financial condition and results and require managements most difficult,
subjective or complex judgments.

Revenue and Cost Recognition

The Company recognizes gross revenues from sales of food and food-related
products when goods are shipped and title or risk of loss resides with the
customer, which typically occurs when the customer accepts the shipment and
products. Rebates and allowances from vendors are recognized in the period
they are received from the vendor unless such rebates and allowances are
reasonably estimable at the end of a reporting period.

Allowance for Doubtful Accounts

The Company regularly monitors and assesses its risk of not collecting

amounts owed to

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it by its customers. This evaluation is based upon a variety of factors
including: an analysis of amounts currently and past due along with relevant
history and facts particular to the customer. Based upon the results of this
analysis, the Company records an allowance for uncollectible accounts for this
risk. This analysis requires the Company to make significant estimates, and
changes in facts and circumstances could result in material changes in the
allowance for doubtful accounts.

Inventory

Inventory is stated at the lower of cost (first-in, first-out method) or
market, and primarily consists of food, produce products, and ingredients used
in the frozen food processing facility. The inventories of the Companys
processing and distribution facilities are constantly monitored for slow moving
or damaged products which, if existing, are written off from saleable
inventory, with a charge to inventory impairment made for the difference
between the carrying value and estimated market value. The Company also
conducts periodic physical counts to test the efficacy of the policies and
procedures for receiving, storing, processing and shipping inventory.

Asset Impairment

The Company reviews its long-lived assets and identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. In performing the review
for recoverability, the Company estimates the future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of
the expected future cash flows (undiscounted and without interest charges) is
less than the carrying amount of the asset, an impairment loss is recognized.
Otherwise, an impairment loss is not recognized. Measurement of an impairment
loss for long-lived assets and identifiable intangibles would be based on the
fair value of the asset.

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 future 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.

Business Combinations and Goodwill

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 141, Business
Combinations and No. 142, Goodwill and Other Intangible Assets. SFAS No.
141 and SFAS No. 142 establish accounting and reporting standards for business
combinations and for goodwill and intangible assets

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resulting from business combinations, respectively. SFAS No. 141
prohibits the use of the pooling-of-interests method of accounting for business
combinations and applies to all business combinations initiated after June 30,
2001. SFAS No. 142 discontinues the periodic amortization of goodwill (and
intangible assets deemed to have indefinite lives) and requires impairment to
be tested annually. Further, SFAS No. 142 replaces the measurement guidelines
for impairment, whereby goodwill not considered impaired under previous
accounting literature may be considered impaired under SFAS No. 142. SFAS No.
142 is effective for all fiscal years beginning after December 15, 2001, and
cannot be applied retroactively. SFAS No. 142 is to be applied to all recorded
goodwill and intangible assets as of the date of adoption. The Company has
applied SFAS No. 142 for the accounting of goodwill and other intangible assets
beginning January 1, 2002.

The Company assesses the recoverability of goodwill and other intangible
assets by determining whether the fair values of these assets exceed their
carrying values. The evaluation of fair value requires the use of projections,
estimates and assumptions as to the future performance of the operations as
well as assumptions regarding sales and earnings multiples that would be
applied in comparable acquisitions in the food service and food processing
industry. Actual results could differ from these assumptions and projections
resulting in the Company revising its assumptions and, if required, recognizing
an impairment loss.

III. FACTORS WHICH MAY IMPACT FUTURE RESULTS AND FINANCIAL CONDITION

Interest rates

The Companys exposure to market risk for changes in interest rates
relates primarily to the Companys debt obligations under its credit facility.

Interruption of Supplies

The Company obtains substantially all of its foodservice products from
third party suppliers. For the most part, the Company does not have long-term
contracts with its suppliers committing them to provide products to the
Company. Although purchasing volumes can provide leverage when dealing with
suppliers, suppliers may not provide the foodservice products and supplies
needed by the Company in the quantities requested. Because the Company does
not control the actual production of the entire product line that it offers for
sale, it is also subject to delays caused by interruption in production based
on conditions outside its control. These conditions include job actions or
strikes by employees of suppliers, weather, crop conditions, transportation
interruptions, and natural disasters or other catastrophic events. The
inability to obtain adequate supplies of its foodservice products as a result
of any of the foregoing factors or otherwise, could mean that the Company could
not fulfill its obligations to customers, and customers may turn to other
distributors.

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Low Margin Business; Economic Sensitivity

The foodservice distribution industry is characterized by relatively high
inventory turnover with relatively low profit margins. The Company makes a
significant portion of its sales at prices that are based on the cost of
products it sells plus a percentage markup. As a result, profit levels may be
negatively impacted during periods of food price deflation, even though gross
profit percentage may remain relatively constant. The foodservice industry is
sensitive to national and regional economic conditions and operating results
are also sensitive to, and may be adversely affected by, other factors,
including difficulties with the collectability of accounts receivable,
inventory control, competitive price pressures, severe weather conditions and
unexpected increases in fuel or other transportation-related costs. Although
these factors have not had a material adverse impact on past operations, there
can be no assurance that one or more of these factors will not adversely affect
future operating results.

Product Liability Claims

The Company, like any other seller of food, faces the risk of exposure to
product liability claims in the event that the use of products sold causes
injury or illness. With respect to product liability claims, the Company
believes it has sufficient primary or excess umbrella liability insurance for
the operating entities to cover any exposure in this regard. However, this
insurance may not continue to be available at a reasonable cost, or, if
available, may not be adequate to cover all liabilities. In certain cases, the
Company may seek contractual indemnification and insurance coverage from
parties supplying its products, but this indemnification or insurance coverage
is limited, as a practical matter, to the creditworthiness of the indemnifying
party and the insured limits of any insurance provided by suppliers. If the
Company does not have adequate insurance or contractual indemnification
available, product liability claims relating to defective products could
materially reduce net income and earnings per share.

The Companys Market Is Highly Competitive And The Company May Not Be Able To
Continue To Compete Efficiently

Many competitors are larger, diversified companies with substantially
greater financial resources and name recognition than the Company. Major
competitors include large companies such as U.S. Food Service, Sysco
Corporation and Performance Food Group, Inc., among others. The Company may be
at a disadvantage in competing with companies with greater diversification and
resources because competitors may be better able to withstand current or future
downturns in the market.

The Companys Business May Suffer From The Loss of Key Personnel

The Companys operations are dependent on the continued efforts of its
officers and executive management. In addition, it is dependent on the
performance and productivity of its

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local managers and field personnel. The Companys ability to attract and
retain business is significantly affected by local relationships and the
quality of service rendered. The loss of those key officers and members of
executive management may cause a significant disruption to its business.

The Price Of The Companys Common Stock May Fluctuate Significantly, which May
Result In Losses For Investors

The market price for the Companys common stock has been and may continue
to be volatile. Its stock price can fluctuate as a result of a variety of
factors, including factors listed in the above Risk Factors and others, many of
which are beyond the Companys control. These factors include: actual or
anticipated variations in the Companys quarterly operating results;
announcements relating to strategic relationships or acquisitions; changes in
financial estimates or other statements by securities analysts; and changes in
general economic conditions.

Because of this volatility, the Company may fail to meet the expectations
of its shareholders or of securities analysts and its stock price could decline
as a result.




Item 3. Controls and Procedures

The Companys present executive management all became officers or
directors in 2002 or 2003 following the complete replacement of all previous
directors and officers due to resignation or termination for cause from
February to June 2002. Under the circumstances, the Company has not evaluated
prior managements policies and implementation thereof regarding disclosure
controls and procedures of the historic Companys operations. The Companys
new management is in the process of developing new written policies regarding
disclosure controls and procedures in order to ensure that information required
to be disclosed by the Company in the reports that it files under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the required time periods. The Board of Directors has also
created an Internal Controls and Procedures Committee to assist with this
process.




PART II - OTHER INFORMATION




Item 1. Legal Proceedings

As previously reported in the Companys 10-KSB for the calendar years
ended December 31, 2001 and December 31, 2002, filed October 14, 2003, on or
about March 14, 2003, Brown Food Service, Inc. commenced a lawsuit against the
Company entitled Brown Food Service, Inc. v. Syndicated Food Service, et al.,
in the Lawrence County Circuit Court, in the State of Kentucky, Case Number
03-CI-00036. The complaint was also filed against NS Consulting Group, Inc. and
George Casale, the Companys former Vice President, Controller. The complaint
alleges fraud, breach of fiduciary duty, and indemnification for liabilities
associated with certain Third Party Billing lawsuits that have been filed
against Brown Food Service. While the complaint does not specify a dollar
amount being sought, Brown has represented that it is seeking in excess of
$800,000. The pending litigation has not been fully developed through
discovery at

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this time and no assessment of the likelihood of an adverse result can be
made at this time. It is the Companys position that the claims are without
basis and plans to defend itself accordingly.




Item 2. Changes in Securities

As previously reported in the Companys 10-KSB for the calendar years
ended December 31, 2002 and December 31, 2001, filed October 14, 2003, pursuant
to and in reliance on the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended, Regulation D, and other applicable
exemptions, on March 7, 2003, the Company issued a warrant to purchase an
aggregate of 1,100,000 shares of its common stock to the new Board of Directors
and certain management. The per share warrant exercise price is $0.25, which
is due to expire on March 7, 2008. Each of the 5 new members of the Board of
Directors, including Thomas Tanis, Jr., Charles Beasley, Ronald Johnston, John
McCarthy, and William Breneman, received a warrant to purchase 200,000 shares
of common stock. Additionally, two employees, Barry Nogay and Charles Cooksey,
each received a warrant to purchase 50,000 shares of common stock on the same
terms as the directors.

The Company did not file a registration statement under the Securities Act
of 1933 for the quarterly period ended March 31, 2003.




Item 3. Defaults Upon Senior Securities

The Company is currently in default on certain notes payable due to Fidra
Holdings, Ltd., Chan Capital, Ltd. and Charles A. and Marjorie A. Beasley in
the aggregate of approximately $3,804,533 in principal and interest, as
reflected in the following table:

|                                   |  |            |            |          |  |                |           |             |  |           |           |        |  |           |           |  |  |        |         |  |  |           |           | 
|---------------------------------- |  | ---------- | ---------- | -------- |  | -------------- | --------- | ----------- |  | --------- | --------- | ------ |  | --------- | --------- |  |  | ------ | ------- |  |  | --------- | --------- | 
|                                   |  | Original   |            |          |  |                |           |             |  |           |           |        |  |           |           |  |  |        |         |  |  |          
|                                   |  | Payment or |            | Amended  |  | Principal      |           | Accelarated |  | Accrued   |           | Total 
|                                   |  | Note Due   |            | Note Due |  | Amount         |           | Principal   |  | Interest  |           | Amount
|                                   |  | Date       |            | Date     |  | Due at Default |           | Amount Due  |  | Thereon * |           | Due   
|                                   |  |            |            |          |  |                |           |             |  |           |           |       
|Chan Capital, Ltd.                 |  |            | 12/31/2002 |          |  |                | 9/30/2003 |             |  | $         | 1,600,000 |        |  | $         |          |  |  | $      | 158,333 |  |  | $         | 1,758,333 | 
|Fidra Holdings, Ltd.               |  |            | 1/1/2002   |          |  |                | 9/30/2003 |             |  |           | 495,342   |        |  |           |          |  |  |        | 49,959  |  |  |           | 545,301   | 
|Fidra Holdings, Ltd.               |  |            | 8/31/2002  |          |  |                | 9/30/2003 |             |  |           | 98,048    |        |  |           |          |  |  |        | 14,707  |  |  |           | 112,755   | 
|Fidra Holdings, Ltd.               |  |            | 12/31/2002 |          |  |                | 9/30/2003 |             |  |           | 20,000    |        |  |           |          |  |  |        | 2,333   |  |  |           | 22,333    | 
|Fidra Holdings, Ltd.               |  |            | 8/31/2003  |          |  | not amended    |           |             |  | 50,000    |           |        |  |          |           |  |  | 4,000  |         |  |  | 54,000    |          
|Charles A. and Marjorie A. Beasley |  |            | 1/2/2003   |          |  | not amended    |           |             |  | 233,210   |           |        |  | 1,033,210 |           |  |  | 45,391 |         |  |  | 1,311,811 |          
|                                   |  |            |            |          |  |                |           |             |  |           |           |        |  |           |           |  |  |        |         |  |  |           |           | 
|TOTALS                             |  |            |            |          |  |                |           |             |  | $         | 2,496,600 |        |  | $         | 1,033,210 |  |  | $      | 274,723 |  |  | $         | 3,804,533 | 
|                                   |  |            |            |          |  |                |           |             |  |           |           |        |  |           |           |  |  |        |         |  |  |           |           | 

* Calculated through October 31, 2003

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

There were no matters submitted to a vote of security holders during the
quarterly period ended March 31, 2003.




Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K

(a)  Documents filed as a Part of this Report as required by Item 601 of
Regulation S-B:

|            |  |                                                                                                                                                                                              |  |                                                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                  |  |                                                                                                                                                                      
|4.1         |  | Warrant Agreement between
the Company and Thomas P.
Tanis, Jr.; 02-003, dated
August 31, 2003, effective
March 6, 2002, for 246,796
common stock warrants                                    |  | Incorporated by reference
as Exhibit No. 4.4 from the
Companys 10-KSB for the
calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003  
|           
|4.2         |  | Form of Warrants for all
2003 Officer/Director
Grants, dated March 2003                                                                                                                      |  | Incorporated by reference
as Exhibit No. 4.13 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003 
|           
|4.3         |  | Warrant Agreement between
the Company and Hagerty &
Associates; 03-008, dated
August 31, 2003, for 25,000
common stock warrants                                                              |  | Incorporated by reference
as Exhibit No. 4.14 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003 
|           
|10.1        |  | 10% Promissory Note from
the Company to Fidra
Holdings, Ltd., dated March
6, 2003, for $50,000, due
August 31, 2003                                                                          |  | Incorporated by reference
as Exhibit No. 10.30 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.2        |  | Agreement To Transfer
Assets and Liabilities By
and Between Momentum Food
Services, Inc., Syndicated
Food Service International,
Inc. and Cannon
Pack-Enterprises, Inc.,
dated June 30, 2003 |  | Incorporated by reference
as Exhibit No. 10.43 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.3        |  | 5% Promissory Note from the Company to Cannon                                                                                                                                                |  | Incorporated by
reference as Exhibit                                                                                                                                 

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|           |  |                                                                                                                                                                                                        |  |                                                                                                                                                                      
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                            |  |                                                                                                                                                                      
|           |  | Pack-Enterprises, Inc.,
dated June 30, 2003, for
$25,000, due June 30, 2004                                                                                                                            |  | No. 10.44 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003                                     
|          
|10.4       |  | Trademark License Agreement
between Cannon
Pack-Enterprises and
Momentum Food Services,
Inc., dated June 30, 2003                                                                                      |  | Incorporated by reference
as Exhibit No. 10.45 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|          
|10.5       |  | Credit Agreement between
Beasley Food Service, Inc.
and Old National Bank,
dated Feb. 27, 2003                                                                                                         |  | Incorporated by reference
as Exhibit No. 10.54 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|          
|10.6       |  | Revolving Line of Credit
Note by Beasley Food
Service, Inc. to Old
National Bank, dated
February 27, 2003, for
$1,000,000                                                                              |  | Incorporated by reference
as Exhibit No. 10.55 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|          
|10.7       |  | Unconditional Unlimited
Continuing Guaranty of Line
of Credit in connection
with the Old National Bank
Credit Agreement by
Syndicated Bloomington I
LLC to Old National Bank,
dated February 27, 2003  |  | Incorporated by reference
as Exhibit No. 10.56 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|          
|10.8       |  | Unconditional Unlimited
Continuing Guaranty of Line
of Credit in connection
with the Old National Bank
Credit Agreement by Beasley
Transportation, Inc., to
Old National Bank, dated
February 27, 2003 |  | Incorporated by reference
as Exhibit No. 10.57 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|          
|10.9       |  | Unconditional Unlimited
Continuing Guaranty of Line
of Credit in connection
with the Old National Bank
Credit Agreement by the
Company to Old National
Bank, dated February 27,
2003                   |  | Incorporated by reference
as Exhibit No. 10.58 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|          
|10.10      |  | Security Agreement in
connection with the Old
National Bank Credit
Agreement between Beasley
Food Service, Inc. and Old
National Bank, dated
February 27, 2003                                         |  | Incorporated by reference
as Exhibit No. 10.59 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|          
|10.11      |  | Pledge Agreement in
connection with the Old
National Bank Credit
Agreement between the
Company and Old National
Bank, dated February 27,
2003                                                          |  | Incorporated by reference
as Exhibit No. 10.60 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed                 

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##### Table of Contents



|            |  |                                                                                                                                                                                                     |  |                                                                                                                                                                      
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                         |  |                                                                                                                                                                      
|            |  |                                                                                                                                                                                                     |  | October 14, 2003                                                                                                                                                     
|           
|10.12       |  | Subordination Agreement in
connection with the Old
National Bank Credit
Agreement between Charles
A. and Marjorie A. Beasley
and Old National Bank,
dated February 27, 2003                         |  | Incorporated by reference
as Exhibit No. 10.61 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.13       |  | Real Estate Mortgage,
Security Agreement and
Fixture Filing in
connection with the Old
National Bank Credit
Agreement of Syndicated
Bloomington I LLC to Old
National Bank, dated
February 27, 2003 |  | Incorporated by reference
as Exhibit No. 10.62 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.14       |  | Mortgage Loan Note by
Syndicated Bloomington I
LLC to Old National Bank,
dated February 27, 2003,
for $2,625,000, due
February 27, 2010                                                             |  | Incorporated by reference
as Exhibit No. 10.63 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.15       |  | Unconditional Unlimited
Continuing Guaranty in
connection with the Old
National Bank Mortgage Loan
by the Company to Old
National Bank, dated
February 27, 2003                                     |  | Incorporated by reference
as Exhibit No. 10.64 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.16       |  | Unconditional Unlimited
Continuing Guaranty in
connection with the Old
National Bank Mortgage Loan
by Beasley Food Service,
Inc. to Old National Bank,
dated February 27, 2003                      |  | Incorporated by reference
as Exhibit No. 10.65 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.17       |  | Unconditional Unlimited
Continuing Guaranty in
connection with the Old
National Bank Mortgage Loan
by Beasley Transportation,
Inc. to Old National Bank,
dated February 27, 2003                    |  | Incorporated by reference
as Exhibit No. 10.66 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.18       |  | Assignment of Leases and
Rents in connection with
the Old National Bank
Mortgage Loan by Syndicated
Bloomington I LLC to Old
National, dated February
27, 2003                                      |  | Incorporated by reference
as Exhibit No. 10.67 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.19       |  | Debt Conversion Agreement
between the Company and
Chan Capital, Ltd. and
Fidra Holdings, Ltd., dated
August 25, 2003                                                                                |  | Incorporated by reference
as Exhibit No. 10.75 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.20       |  | Notice of Exercise of Put
Right by Charles A. and
Marjorie A. Beasley to the
Company, dated July 8,                                                                                                 |  | Incorporated by reference
as Exhibit No. 10.76 from
the Companys 10-KSB                                                                                             

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##### Table of Contents



|            |  |                                                                                                                                             |  |                                                                                                                                                                      
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                 |  |                                                                                                                                                                      
|            |  | 2003                                                                                                                                        |  | for the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003                                                                         
|           
|10.21       |  | Extension and Exchange
Agreement between the
Company and Charles A. and
Marjorie A. Beasley, dated
August 29, 2003                          |  | Incorporated by reference
as Exhibit No. 10.77 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.22       |  | Property Lease Agreement
between Momentum Food
Services, Inc. and Charles
A. Beasley for the
Jasonville property, dated
July 1, 2003        |  | Incorporated by reference
as Exhibit No. 10.78 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.23       |  | Property Lease Agreement
between the Company and
Thomas P. Tanis, Jr. for
the corporate office in
Front Royal, Virginia,
dated June 1, 2003 |  | Incorporated by reference
as Exhibit No. 10.79 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.24       |  | Confirmatory letter from
the Company to Barry L.
Nogay regarding employment,
dated February 11, 2003                                        |  | Incorporated by reference
as Exhibit No. 10.85 from
the Companys 10-KSB for
the calendar years ended
December 31, 2001 and
December 31, 2002, filed
October 14, 2003
|           
|10.26       |  | Promissory Note between the
Company and Proskauer Rose
LLP. Dated August 15, 2003
for $200,000 due August 14,
2004                          |  | Filed herewith                                                                                                                                                       
|           
|31.1        |  | Certification under Rule
13a-14(a) of Thomas P.
Tanis, Jr., President and
Chief Executive Officer                                           |  | Filed herewith                                                                                                                                                       
|           
|31.2        |  | Certification under Rule
13a-14(a) of Barry L.
Nogay, Vice President and
Principal Accounting
Officer                                       |  | Filed herewith                                                                                                                                                       
|           
|32.0        |  | Joint Certification under
Rule 13a-14(b) of Thomas P.
Tanis, Jr. and Barry L.
Nogay                                                         |  | Filed herewith                                                                                                                                                       

(b)  Reports on Form 8-K

The following reports on Form 8-K filed during the quarter for which this
Report is filed were previously reported in the Companys 10-KSB for the
calendar years ended December 31, 2001 and December 31, 2002, filed October 14,
2003, and are restated as follows:

On January 15, 2003, the Company filed a Form 8-K reporting the settlement
of several pending lawsuits and claims against the Company and its affiliates
and the Companys continued inability to file its Forms 10-KSB and 10-QSB on a
timely basis.

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##### Table of Contents



On February 20, 2003, the Company filed a Form 8-K reporting a change in
its certifying public accountant and the appointment of two new directors to
the Board of Directors.

On February 26, 2003, the Company filed a Form 8-K/A amending the Form 8-K
filed on February 20, 2003, to add additional exhibits relating to the change
in the Companys certifying public accountant.

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##### Table of Contents






SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Syndicated Food Service International, Inc.
(Registrant)

|                                               |  |                                                            |  |                   
|---------------------------------------------- |  | ---------------------------------------------------------- |  | ------------------
|Name                                           |  | Title                                                      |  | Date              
|/s/ Thomas P. Tanis, Jr.

Thomas P. Tanis, Jr. |  | President, Treasurer, Chief Executive Officer
and Director |  | November 13, 2003.
|                                               |  |                                                            |  |                   
|/s/ Barry L. Nogay

Barry L. Nogay             |  | Vice President and Principal Accounting Officer            |  | November 13, 2003.

39