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                                                                 Exhibit 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                    FLORIDINO'S INTERNATIONAL HOLDINGS, INC.

         Nick Pirgousis, being the Chairman of the Board of Floridino's
International Holdings, Inc., a Florida corporation (the "Corporation"), hereby
certifies that:

         1.       The name of the Corporation is Floridino's International
Holdings, Inc. The Corporation was originally incorporated on June 25, 1997.

         2.       The Articles of Incorporation of the Corporation were duly
amended on February 8, 2001.

         3.       These Amended and Restated Articles of Incorporation restate
and integrate and further amend the provisions of the Corporation's Articles of
Incorporation, as amended.

         4.       The terms and provisions of these Amended and Restated
Articles of Incorporation were adopted by the Board of Directors of the
Corporation pursuant to a written action without a meeting of the directors
executed as of April 30, 2001. The terms and provisions of these Amended and
Restated Articles were approved and adopted by the holders of a majority of the
issued and outstanding shares of the Corporation at the annual meeting of
shareholders held on November 16, 2001. The number of votes cast for the Amended
and Restated Articles of Incorporation by the shareholders was sufficient for
approval.

         5.       Pursuant to Sections 607.0704, 607.1003 and 607.1007 of the
Florida Business Corporation Act, the text of the Articles of Incorporation, as
amended, is hereby amended and restated to read in its entirety as follows:

                                ARTICLE I - NAME

         The name of the corporation is Syndicated Food Service International,
Inc. (hereinafter called the "Corporation" or "Syndicated").

                              ARTICLE II - PURPOSE

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Florida Business
Corporation Act.

                             ARTICLE III - EXISTENCE

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         The Corporation shall have perpetual existence unless dissolved in the
manner provided by law.

                          ARTICLE IV - PRINCIPAL OFFICE

         The address of the registered office of the Corporation in the State of
Florida is 3560 Cypress Gardens Road, Winter Haven, Florida 33884.

                     ARTICLE V - REGISTERED OFFICE AND AGENT

         The address of the registered office of the Corporation in the State of
Florida is 3560 Cypress Gardens Road, Winter Haven, Florida 33884. The name of
the registered agent at that address is Frank Dolney.

                           ARTICLE VI - CAPITAL STOCK

         A.       Authorized Capital Stock

                  (1) The maximum aggregate number of shares of common stock,
                  par value of $.001 per share (the "Common Stock"), that this
                  Corporation shall have authority to issue is 100,000,000
                  shares.

                  (2) The maximum aggregate number of shares of preferred stock,
                  par value $.0001 per share (the "Preferred Stock"), that this
                  Corporation shall have authority to issue is 20,000,000
                  shares.

                  (3) No fractional share shall be issued.

                  (4) No shareholder of any stock of the Corporation shall have
                  preemptive rights.

         B.       Preferred Stock.

                  (1) Authority is hereby vested in the Board of Directors of
                  the Corporation to provide from time to time for the issuance
                  of Preferred Stock in one or more series and, in connection
                  therewith, to fix by resolution providing for the issue of
                  such series the number of shares to be included and such of
                  the designations, powers, preferences and relative
                  participating, optional or other special rights and the
                  qualifications, limitations and restrictions of such series,
                  including, without limitation, voting rights or limitation,
                  rights

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                  of redemption or conversion into Common Stock, to the fullest
                  extent now or hereafter permitted by the Florida Business
                  Corporation Act.

                  (2) Shares of any series of Preferred Stock that shall be
                  issued and thereafter acquired by the Corporation through
                  purchase, redemption (whether through the operation of a
                  sinking fund or otherwise), conversion, exchange or otherwise
                  shall, upon appropriate filing and recording to the extent
                  required by law, have the status of authorized and unissued
                  shares of Preferred Stock and may be reissued as part of such
                  series or as part of any other series of Preferred Stock.
                  Unless otherwise provided in the resolution or resolutions of
                  the Board of Directors providing for the issuance thereof, the
                  number of authorized shares of stock of any series of
                  Preferred Stock may be increased or decreased (but not below
                  the number of shares thereof then outstanding) by resolution
                  or resolutions of the Board of Directors and appropriate
                  filing and recording to the extent required by law. In case
                  the number of shares of any such series of Preferred Stock
                  shall be decreased, the shares representing such decrease
                  shall, unless otherwise provided in the resolution or
                  resolutions of the Board of Directors providing for the
                  issuance thereof, resume the status of authorized but unissued
                  shares of Preferred Stock undesignated as to series.

                              ARTICLE VII - BYLAWS

         The Bylaws of the Corporation may be altered, amended or repealed or
new Bylaws may be adopted at any meeting of the Board of Directors at which a
Quorum is present, by the affirmative vote of a majority of the directors
present at such meeting; provided, however, that notwithstanding the foregoing,
the affirmative vote of at least a majority of the directors or the holders of
at least 66-2/3% of the voting power of the Corporation's voting stock is
required to alter, amend or repeal, or adopt any provision inconsistent with the
Bylaw provisions described in Article Two, Sections 2, 4 and 5 thereof.

                         ARTICLE VIII - INDEMNIFICATION

         The Corporation shall, to the fullest extent permitted by the laws of
Florida, including, but not limited to, Section 607.0850 of the Florida Business
Corporation Act, as the same may be amended and supplemented from time to time,
indemnify any and all directors and officers of the Corporation and may, in the
discretion of the Board of Directors of the Corporation, indemnify any and all
other persons whom it shall have power to indemnify under said Section or
otherwise under Florida law, from and against any and all of the liabilities,
expenses or other matters referred to or covered by said Section. The
indemnification provisions contained in the Florida Business Corporation Act
shall not be deemed exclusive of any other rights of which those indemnified may
be

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entitled under any bylaw, agreement, resolution of shareholders or disinterested
directors, or otherwise. No provision of these Amended and Restated Articles of
Incorporation is intended by the Corporation to be construed as limiting,
prohibiting, denying or abrogating any of the general or specific powers or
rights conferred under the Florida Business Corporation Act upon the
Corporation, upon its shareholders, bondholders and security holders, or upon
its directors, officers and other corporate personnel, including, in particular,
the power of the Corporation to furnish indemnification to directors, officers,
employees and agents (and their heirs, executors and administrators) in the
capacities defined and prescribed by the Florida Business Corporation Act and
the defined and prescribed rights of said persons to indemnification as the same
are conferred under the Florida Business Corporation Act.

                             ARTICLE IX - AMENDMENT

         This Corporation reserves the right to amend or repeal any provisions
contained in these Amended and Restated Articles of Incorporation, or any
amendment hereto, and any right conferred upon the shareholders is subject to
this reservation. Notwithstanding the foregoing, the affirmative vote of at
least a majority of the directors or the holders of at least 66-2/3% of the
voting power of the Corporation's voting stock is required to alter, amend or
repeal, or adopt any provision inconsistent with the provisions described in
Article VII I or Article VIII.

         IT WITNESS WHEREOF, the undersigned has made and subscribed these
Amended and Restated Articles of Incorporation as of the 16th day of November,
2001.

                                          /s/ Nick Pirgousis
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                                          Nick Pirgousis, Chairman of the Board