UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10SB-12G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-3479186
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3560 Cypress Gardens Road
Winter Haven, Florida 33884
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (941) 326-1006
--------------
Securities to be registered pursuant to Section 12(g) of the Act:
5,517,000 Shares of Voting Common Stock
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
As of June 30, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.01 par value
5,517,000 issued and outstanding
As of June 30, 1999, the following shares of the Registrant's
convertible preferred stock were issued and outstanding:
200,000 shares authorized, $0.001 par value
50,000 issued and outstanding
<PAGE>
<PAGE>
Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
FLORIDINO'S INTERNATIONAL HOLDINGS INC., (the "Company"), 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.
The Company designs, develops, owns and operates family style
neighborhood Italian food restaurants featuring freshly prepared,
moderately priced pizza and pasta dishes. Its operations
encompass three segments from which the Company seeks to generate
revenue: operation of restaurants, production and sale of frozen
foods and franchising of the Company's restaurant concept.
The restaurant segment of the Company produces and provides food
products through restaurant outlets. The products focus on
Italian foods such as pasta, pizza, sandwiches and salads as an
alternative to the quick serve food industry which offer
hamburgers, chicken and fried fish. In March 1999, new
management took over the Company and decided to discontinue
operations at four of the Company's five (5) restaurants which
the Company was operating. Management determined that the
restaurants were not producing enough revenue for the Company and
that the style and concept of these restaurants were outdated.
After discontinuing operation of four of these five restaurants,
the Company revamped the style and concept of the remaining
restaurants and developed it into a full service contemporary
design restaurant operating under the name "Michael's Italian
Restraurant". The location of this restaurant is in North
Lakeland, Florida.
Since then, the Company has opened an additional restaurant in
New York operating under the name "Floridino's Cafe" which
provides upscale sandwiches, soups, salads and personal size
pizza. This restaurant incorporates the Company's new
self-service "in-line" upscale concept. The Company intends to
re-open at least two (2) additional restaurants by the end of
1999. These new restaurants will operate under the name
"Floridino's Fast Italian" and will be situated in the State of
Florida. All of the Company's restaurants will emphasize the
prior success of the Company's calzone which is marketed by the
Company as "The World's Biggest Calzone".
The Company has entered into leases for the sites of each of the
two (2) new restaurants and has begun construction and
development of each establishment with a target opening date
of December 1, 1999. The Company has secured a lease for one
location in Del Rey Beach Florida, which is approximately 1,250
square feet. The second location has been secured by the Company
in Lake Wales, Florida which is approximately 5,000 square feet.
The Company also operates a frozen foods segment which develops
and produces frozen food products including calzones, pizza and
pazzo rolls. This segment operates from a 7,000 square foot
operating plant in Lakeland, Florida. New management which
assessed the Company in April 1999 decided to temporarily close
the plant after finding that its production facility and capacity
were inadequate to meet any significant demand for the Company's
frozen food product. After a renovation of the plant and
acquisition of new machinery and equipment, the Company reopened
the plant in September 1999 with the goal of commencing
production of the Company's trademark frozen food products such
as its breakfast calzone, pazzo rolls and frozen pizzas. The
Company seeks to market and sell its frozen food products through
grocery and convenience stores as well as food service entities
such as restaurants, caterers and institutional accounts. The
frozen food manufacturing segment operates under the name
"Floridino's Specialties Inc." which is a wholly owned subsidiary
of the Company.
The third segment of the Company's operations encompasses the
franchising and licensing of the Company's concept, trademark
products and recipes. The pertinent terms of each franchise runs
for ten (10) years, granting the franchisee use of the Company's
marks and goodwill, and payment by the franchisee of two (2.0%)
percent of the gross revenues generated by the franchisee along
with a royalty fee. The Company originally had franchise
agreements with ten (10) entities which operated restaurants
under the Company's concept and pursuant to executed franchise
agreements. Out of these ten entities, seven have defaulted in
their respective franchise agreements and the Company has sought
to terminate its agreement with such entities. The Company
intends to implement its new in-line upscale concept in its
franchise stores for the purpose of generating their additional
revenue and uplifting the image and style of all restaurants
bearing its name. Subsequent to the implementation of its
concept, the Company will charge new franchisees a straight four
(4%) percent of the gross revenues generated along with a royalty
fee. The Company also intends on seeking additional solicitation
for franchises under the Company's newer upscale concept which
will include strict quality controls and adherence to this new
concept. The new management also believes that franchising the
Company's name and its products to individual operators
throughout the Company will also benefit the Company and provide
an added source of revenue. The Company is committed to
developing a strong franchise system by seeking experienced
operators, by expanding its system in a controlled manner and by
closely monitoring the performance of each franchisee to help
insure adherence to the Company's standards of operations. The
main source of income of this segment is generated through the
sale of franchises and franchise fees. The franchise segment
operates under the name "Floridino's International Inc.", which
is a wholly owned subsidiary of the Company.
In November 1998, the Company acquired complete ownership of two
New York entities, named "Zoop Soups Inc." and "Floridino's
Inc.". The purpose of acquiring these entities was to expand the
Company's operations into the New York area and to also allow the
Company to develop a segment which will generate revenue for the
Company beyond the pasta industry. The Company also hopes to
gain a seasonal source of revenue from the Zoop Soups concept
which focuses on the sale of specialized gourmet soups to the
public from its retail outlet stores. A major portion of the
revenue of Zoop Soups is generated during the winter months when
the revenue of the Company seasonally decreases. The Zoop Soup
concept is incorporated into the Company's corporate restaurant
segment.
The Company intends to hire a consultant to oversee the daily
operations of the Company's restaurants. The Company believes
that by retaining a separate group to handle the day to day
activities as a restaurant, it can better manage and oversee
the overall operations of the Company. Any relationship shall be
premised on a performance based approach whereby the consultant
will be allowed to continue to oversee the daily operations of
the Company so long as it meets specified performance milestones
set by the Company. The consultant group shall also oversee the
training of staff, promotions and advertising. The Company
believes this will induce and inspire an aggressive management
approach by a consultant thereby effectuating positive results
for the Company. Additionally, the consultant will engage in
the research and development of new products and concepts as it
relates to the restaurant segment.
The Company has retained a separate consulting group, The Ephraim
Group, to oversee the entire production facility and development
of the Company's frozen food line. The terms of the parties
agreement is for five (5) years. In consideration of such
services, The Ephraim Group shall receive One Hundred Thousand
(100,000) shares of restricted common stock in the Company for
the first year of the Agreement. The Company shall each year
thereafter compensate the Consultant in relation to the work
performed by providing the Consultant or its nominees with One
Hundred Thousand (100,000) warrants each of which will entitle
the Consultant to purchase one share of restricted common stock
in the Company for a price of $2.00 per share during the second
year of the agreement, $3.00 per share during the third year of
the agreement and $4.00 per share during the fourth and fifth
year of the agreement. The relationship with The Ephraim Group
rests on a performance based approach. The Ephraim Group also
engages in the research and development for the Company in regard
to the frozen foods segment. The results of The Ephraim Group's
research reflected that the Company required a modernization of
its production plant by acquiring new machinery which would
streamline the production of the Company's products and increase
its capacity. To this end, the Company has expended
approximately $400,000 to acquire new machinery and modernize its
plant.
Management of the Company is intent on spreading, and thereby
limiting, the Company's dependence on a single segment of the
market. It has therefore targeted the three areas mentioned.
Management believes each of these segments represent substantial
growth opportunities for the Company while at the same time
spreading the company's risk and dependence on a single segment.
The Company recognizes vast competition in both the restaurant
and frozen food industry. In response to this, it has targeted a
niche area specializing in calzones and pazzo rolls which have
limited competition. This niche area will be exploited by
management by commencing a national marketing campaign which will
set the Company's products apart from other nationally marketed
frozen foods. Management will insist on an aggressive and
innovative market approach in order to develop and cultivate long
term growth for the Company with an aim at minimizing reliance on
any particular segment in the food industry.
The Company maintains another subsidiary, Toho Holdings, Inc.,
which is wholly owned by the Company. Its sole purpose of Toho
Holdings is to acquire, sell and hold title to all real estate on
behalf of the Company. Currently, Toho Holdings holds title to
four parcels of land in Florida. The Company intends to sell
three of these parcels for the purpose of acquiring additional
funds to assist with the expansion and further development of the
Company. The additional two parcels held by Toho Holdings
include the real estate where the Company's corporate
headquarters are located and the site of the Company's frozen
food plant in Lakeland, Florida.
The Company has an additional three wholly owned subsidiaries.
Floridino's Express, Inc., is a corporate restaurant under
construction in Lake Wales, Florida. The restaurant is one of
the Company's new prototype restaurants which seeks to build on
the upscale fast food concepts. Floridino's Inc., is the
Company's corporate restaurant which operates in New York City.
This restaurant has also implemented the Company's upscale fast
food concept, incorporating the Zoop Soup name. Zoops Soups
Inc., is a New York entity, which provides the Zoop Soups name
and products to the Company's New York City restaurant.
The Company also is the owner of various trademarks and service
marks which are utilized by the Company in the course of its
business. The service mark "Home of the World's Largest Calzone"
is utilized to promote the Company's restaurant division and also
the frozen foods division. The service mark "Floridino's" is
used to promote all three of the Company's divisions which
utilize the Floridino's name. The service mark "Zoop Soups" was
acquired by the Company during the course of its acquisition of
Zoop Soups Inc., and is used to promote the Zoop Soups concept in
the restaurant operated by the Company in New York City. The
trademark "Everything's Going Pazzo at Floridino's" is used to
promote the Company's restaurant division and also by the
franchisees under the terms and conditions of their respective
Franchise Agreements.
As of June 30, 1999, there were approximately 55 employees of the
Company. Within the next year, and as the Company opens
additional restaurants and expands its frozen food segment, the
Company will hire additional employees. As the number of
employees increases, any rise in the cost of labor will have a
more significant impact on the Company which may in turn cause
the Company to increase its prices.
The frozen food products which are produced by the Company are
subject to inspection and approval by the U.S. Department of
Agriculture. The Company facilitates inspection by the requisite
government inspector on the premises of the Company's production
plant who insures that all of the goods produced by the Company
are in compliance with the regulations and guidelines of the
Department of Agriculture.
<PAGE>
Item 2. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company designs, develops, owns and operates family style
neighborhood Italian food restaurants featuring freshly prepared,
moderately priced pizza and pasta dishes. Its operations
encompass three segments from which the Company seeks to generate
revenue: operation of restaurants, production and sale of frozen
foods and franchising of the Company's restaurant concept.
During the past two years, the Company's operations failed to
realize net income due to a decrease in revenue and reduction in
patrons to its restaurants. The Company also experienced a
decrease in franchising fees and royalties as the franchise
stores operating under the Company's concept were also
experiencing decreased revenue. This led the Company to believe
that it required a new approach to its operations. The Company's
management was replaced in March 1999 and new management has
sought an aggressive approach to develop and market the Company's
product which management believes is of very high quality. New
management determined that the Company's restaurants required a
fresher, more-upscale image and ambiance to attract customers.
The Company in the past year has raised funding of approximately
$1.4 million which has been used to revamp and reconstruct the
Company's operations. These funds have been used to modernize
the Company's frozen foods development plant by acquiring
equipment to streamline the operation of this segment and also to
construct and develop its New York restaurant. Management's goal
is to have a state of the art processing plant producing the
Company's line of frozen foods. The Company has also expended
the funds it has raised to revamp its restaurant concept. New
management determined that the Company should create restaurants
which were more upscale and esthetically pleasing to customers
than those previously operated. As a result the Company shut all
but one of its restaurants. It then implemented its new concept
at its only full service restaurant in Florida. The Company at
this time intends on opening at least two additional restaurants
in the Florida area and has entered into two (2) leases at
separate sites for the construction of new establishments.
Funding of the Company's reconstruction and revamping has been
undertaken primarily through the private sale of equity in the
Company. The funds were used to repay previous debts of the
Company, acquire new plant and equipment and machinery for the
development of the Company's frozen food concept and for the
allocation of costs associated with the development of the
Company's new restaurants. The Company believes that it has the
capacity to raise additional funds if and when they are required.
Additional funds may be raised through the sale of the parcel of
real estate held by the Company. Additionally, the Company
believes that its newly developed concept and operations will
attract investors in placing additional funds with the Company.
At this time, the Company has no line of credit with any
financial institution. However, the Company believes that its
new operations and developed concept will generate sufficient
revenue during the next twelve months which will enable the
Company to secure a line of credit with a financial institution.
Also, the Company's newly acquired plant, equipment and machinery
enable the Company to utilize these assets as collateral in
securing loans or funding in the event the Company requires
funding.
During the next year, the main source of revenue for the Company
is expected to be that generated through the restaurant segment
and frozen food segment as it is these segments that the Company
has primarily focused on during its revamping and reconstruction
of operations. The primary expenses which the Company has
incurred during the reconstruction of its operations have been
associated with the purchase of new equipment and machinery for
its frozen food segment and for the development of its production
plant in Lakeland, Florida.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the
Company's directors will forego any compensation until such time
as the Company begins to generate sufficient income in the
Company to cover such expenses. However, if the Company engages
outside advisors or consultants in search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. There is no assurance that the Company
will be able to obtain additional funding when and if needed, or
that such funding, if available, can be obtained on terms
acceptable to the Company.
The Company does not intend on acquiring or merging with any
other entity at this time. If in the future the Company
generates sufficient revenue and income and determines that it
would be feasible to acquire another entity, then the Company
will consider such a transaction.
During the next twelve (12) months, the Company also expects to
raise additional funds through the sale of its real estate
properties located at 300 Cypress Gardens Road, Winter Haven,
Florida and 1810 Third Street SE, Winter Haven, Florida. The
sale of both these parcels of land is expected to provide the
Company with approximately $250,000 in funding after encumbrances
and mortgages on these properties are extinguished.
In the opinion of management, inflation at this time has not and
will not have a material effect on the operations of the Company.
Management focuses on the long term growth of the Company and
therefore any increase in inflation or jump in the price of raw
goods purchased by the Company will not result in an immediate
increase in prices to the consumer. Management believes that a
increase in its prices may lead to a loss of customers and
therefore hinder the Company's long term growth. At any course
however, management will evaluate the possible effects of
inflation on the Company as it relates to its business and
operations and proceed accordingly.
The Company would consider raising its prices in the event there
is a significant increase in the cost of labor. As of June 30,
1999, there were approximately 55 employees of the Company.
Within the next year, and as the Company opens additional
restaurants and expands its frozen food segment, the Company will
hire additional employees. As the number of employees increases,
any rise in the cost of labor will have a more significant impact
on the Company which may in turn cause the Company to increase
its prices.
The Company's viability to generate revenue and income is
dependent on the successful implementation of its new upscale
restaurant concept and the ability to produce quality frozen food
products at its production plant. The Company's operating
history, including its losses and revenues, primarily reflect its
operations for the past year. The Company had for the year
ending December 31, 1998 $1,705,650 in revenue and a net loss
from operations of $(519,187). As of December 31, 1998 the
Company had a net capital equity of $380,500.
YEAR 2000 DISCLOSURE
The Company is actively addressing the issues related to the date
change in year 2000. This is necessary because many computer
systems were programmed using only two digits to contain the year
in the date fields. On January 1, 2000, many of these programs
will fail to perform date calculations correctly and produce
erroneous results. This could temporarily prevent the Company
from processing business transactions. The Company began efforts
to address this issue.
Currently, all computer systems including both IT and non-IT
systems and work is underway to remedy those systems deemed to be
year 2000 non-compliant. The non-IT systems are primarily
systems with embedded processors such as telephones and security
systems. The remediation of the IT and non-IT systems is
expected to be completed by the end of 1999. The Company has
obtained letters of certification from its mission critical
computer systems and software vendors.
The costs associated with the remediation efforts have been
internally generated. Any external costs, projected to be
incurred, to achieve compliance will be funded from the Company's
existing working capital and are not expected to be material in
nature.
There are significant risks associated with the year 2000 issues.
Many of these risks such as those associated with electrical
power or telecommunications are outside the reasonable control of
the Company. Although the Company believes its remediation and
contingency planning efforts adequately identify and address the
year 2000 issues that are within the Company's reasonable
control, there can be no assurance that the Company's efforts
will be fully effective. Due to the significant risks, the
Company's management is monitoring these efforts very closely.
<PAGE>
<PAGE>
SELECTED FINANCIAL DATA SCHEDULE
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
FINANCIAL DATA SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
For the Year From the Year
Ended Ended
Dec. 31, 1999 Dec. 31, 1998
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<S> <C> <C>
Cash and Cash Items $ 15,502 $ 0
Marketable Securities 0 0
Notes and Accounts Receivable 11,826 12,250
Allowances for doubtful accounts 0 0
Inventory 15,083 18,535
Other Current Assets 69,906 8,191
Total Current Assets 112,317 38,976
Property, plant and equipment 725,268 336,379
Accumulated depreciation -213,246 -130,408
Total assets 631,198 258,618
Total current liabilities 897,464 479,053
Bonds, mortgages and debt 71,584 326,459
Preferred stock - redemption 0 0
Common stock 4,959 2,518
Other stockholders' equity (18,450) 0
Total Liabilities and (385,519) (549,412)
Stockholders' equity 631,198 258,618
Net Sales of Tangible
Products 1,577,564 1,478,196
Total Revenues 1,705,650 1,618,064
Cost of Tangible Goods Sold 573,966 514,767
Total Costs and Expenses
Applicable to sales
and revenues 1,512,316 1,294,037
Other costs and expenses 380,632 190,740
Provision for doubtful accounts 0 0
Interest and amortization of
Debt discount 0 0
Income before taxes and
and other items (380,632) (190,740)
Income tax expenses 0 0
Income/loss continuing
operations (380,632) (190,740)
Discontinued operations (122,880) (65,602)
Extraordinary items (15,675) 0
Cumulative Effect - changes in
Accounting principles 0 0
Net Income or loss (519,187) (256,342)
</TABLE>
<PAGE>
<PAGE>
Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at 3560 Cypress
Gardens Road, Winter Haven Florida 33884. The Company, through
its subsidiary Toho Holdings Ltd., is the owner of the parcel of
land on which its administrative offices are located.
Additionally, the Company maintains a production plant located at
8141 State Road 33 North, in Lakeland, Florida from where it
produces its frozen food products. The production plant is
approximately 7,000 square feet. An expansion of the Company's
production plant would likely occur once additional funding is
raised. The Company, through its subsidiary, Toho Holdings Ltd.,
is also seeking to acquire the parcel of land on which its
principal plant is located. The land size is approximately 7
acres and the company has entered into a Contract to purchase the
plant and the land which the plant is situated for the sum of
$225,000.
The Company, through its subsidiary Toho Holdings, is also the
owner of additional parcels of land located at 300 Cypress
Gardens Road, Winter Haven, Florida; 1810 Third Street SE, Winter
Haven, Florida; 8135 Highway 33N, Lakeland, Florida.
The Company also is the owner of various trademarks and service
marks which are utilized by the Company in the course of its
business. These are as follows: The service mark "Home of the
World's Largest Calzone" bearing ser. no. 74-468,809 and filed
December 143, 1993; The service mark "Floridino's" bearing ser.
no. 74-468,810 and filed December 13, 1993; "The service mark
"Zoop Soups"; The trademark and design of "Floridino's, Home of
the World's Largest Calzone" and the trademark and design of
"Everything's Going Pazzo at Floridino's".
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of June 30, 1999, with respect to
each person known by the Company to own beneficially more than
5% of the Company's outstanding common stock, each director of
the Company and all directors and officers of the Company as a
group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ---------------- -------------------- --------
Michael Floridino 999,700 18.12%
3560 Cypress Gardens Road
Winter Haven, Florida 33884
Hynford Holdings Ltd. 500,000 9.06%
Cable Beach Court - STE #1
Nassau, Bahamas
Toho Ventures Ltd. 1,680,000 30.45%
494 LaGuardia Place
New York, New York 10012
George Pirgousis 8,000 .10%
494 LaGuardia Place
New York, New York 10012
All Directors and Named
Executive Officers as
group 2,687,700 48.67%
Toho Ventures Ltd., is fully owned by the Company's Chief
Executive Officer, Nick Pirgousis, who is also beneficial owner
of all the outstanding shares of the Company belonging to each
entity.
Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934,
regarding the determination of beneficial owners of securities,
includes as beneficial owners of securities, among others, any
person who directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or
shares voting power and/or investment power with respect to such
securities; and, any person who has the right to acquire
beneficial ownership of such security within sixty days through a
means, including, but not limited to, the exercise of any option,
warrant, right or conversion of a security. Any securities not
outstanding that are subject to such options, warrants, rights or
conversion privileges shall be deemed to be outstanding for the
purpose of computing the percentage of outstanding securities of
the class owned by such person, but shall not be deemed to be
outstanding for the purpose of computing the percentage of the
class by any other person.
The Company has been advised that each of the persons listed
above has sole voting, investment, and dispositive power over the
share indicated above. Percent of Class (third column above) is
based on 5,517,000 shares of common stock outstanding as of the
date of this filing.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
- ---------------- --- ------------------- ---------------
Nick Pirgousis 44 Chief Executive Officer Brother of
George Pirgousis
Michael Floridino 41 President None
Frank Dolney 43 Secretary/Treasurer None
George Pirgousis 58 Director Brother of
Nick Pirgousis
William A. Scott 55 Director None
All directors hold office until the next annual meeting of
stockholders, held on April 1st of each year, and until their
successors have been duly elected and qualified. There are no
agreements with respects to the election of directors.
Set forth below is certain biographical information regarding the
Company's executive officers and directors:
Nick Pirgousis, Chief Executive Officer, opened his first
restaurant at the age of 18 in New York City. He has since
owned, operated and managed restaurants in New York including the
Park View Restaurant, Zoop Soups and Silver Spurs, of which he is
still an owner. Mr. Pirgousis maintains a hand-on style of
management and has been involved in every aspect of the growth of
the Company. He has also overseen the growth of a number of
establishments in the food and beverage industry as a consultant
utilizing his restaurant expertise to advise on the operation and
management of each entity.
Michael Floridino, President, is the Founder of the Company. He
has been in the restaurant business nearly his entire life. At
the age of 18, he held numerous management positions in
restaurant chains, covering all aspects of operations, engaging
in site selection, training, food suppliers and administration.
In 1988, Mr. Floridino moved to Winter Haven, Florida and founded
the first Floridino's. He is the owner and originator of the
recipes of Floridino's which have been handed down to him through
his family and perfected by him. Mr. Floridino's expertise lies
within the food development and restaurant operations business.
Frank Dolney, Secretary/Treasurer, graduated in 1979 with a
Bachelors of Business Administration in Finance and Economics.
After graduation, Mr. Dolney took a position with Merrill Lynch
Pierce Fenner & Smith as Asst. Operations Manager. In the last
eighteen years Frank has worked as an investment executive in the
areas of portfolio management, private placements and tax
strategy. From 1990 to 1995, Mr. Dolney worked with AT Broad &
Company in New York as investment executive in which he
identified corporate finance and merger and acquisition
candidates for top management.
George Pirgousis, the brother of Nick Pirgousis, has been a
restauranteur for the past thirty five years. His expertise is
the daily operations of restaurants with a strong emphasis in
purchasing and inventory control.
To the best knowledge of management, during the past five years,
no present or former director or executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor
offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 6. EXECUTIVE COMPENSATION
SUMMARY
The following table summarizes the total compensation awarded or
paid by the Company to its president, for the fiscal year ended
December 31, 1998. No other executive officer of Electric City
had a total annual salary and bonus in excess of $100,000 for
fiscal 1998. Accordingly, Floridino's President is the only
named officer of the Company under SEC rules.
Summary Compensation Table
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Other Restricted Sec. All
Principal Annual Stock Underly. LTIP Other
Position Year Salary Bonus Compen. Award Options Payouts Comp.
Michael
Floridino
President 1998 $75,000 0 0 0 0 0 0
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has no plans at the present to compensate
its directors.
COMPENSATION TABLE: None
CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended
June 30, 1999, with the exception of Michael Floridino who
received cash compensation in the sum of $75,000.00 in
conjunction with his position as president of the Company.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
WITH MANAGEMENT AND OTHERS.
(a) On October 28, 1998, the Company issued 1,680,000 shares of
restricted common stock, subject to Rule 144, to Toho Ventures
Ltd., in exchange for 200 shares of common stock of Zoops Soups,
Inc., representing 100% of the outstanding and issued stock in
the company; and 200 shares of common stock of Floridino's, Inc.,
representing 100% of the outstanding and issued stock in the
company. This consummated an acquisition of the two entities
which became fully owned subsidiaries of the Company. Toho
Ventures Ltd., is a company whose majority shareholder is Nick
Pirgousis, the Chief Executive Officer of Floridino's
International Holdings Inc.
(b) On February 23, 1999, the Company issued 50,000 shares of
preferred restricted common stock to Michael Floridino, the
Company's president, in connection with the purchase of three (3)
parcels of real estate located at 1810 3rd Street, S.E., Winter
Haven, Florida, 300 Cypress Gardens Blvd, Winter Haven, Florida
33880, 3560 Cypress Gardens Road, Winter Haven, Florida 33884.
For additional consideration to Michael Floridino, the Company
assumed the liabilities and encumbrances on each of those
properties.
(c) During the course of the year to August 31, 1999, the Company
received funding from Raffles Toho Inc., in the total sum of
approximately $234,925. Raffles Toho is wholly owned by the
Chief Executive Officer of the Company, Nick Pirgousis. The
funds were advanced to assist the Company in the payment of its
administrative and operating expenses from time to time. The
advance of such funds is evidenced by three Promissory Notes.
The terms of the notes provide for interest to be assessed at an
annual rate of 8.25%.
(d) During the course of the year to August 31, 1999, the
Company received funding from Toho Partners, LLC, in the total
sum of $60,000. Toho Partners is wholly owned by the Chief
Executive Officer of the Company, Nick Pirgousis. The funds were
advanced to assist the Company in the payment of its
administrative and operating expenses from time to time. The
advance of such funds are evidenced by two Promissory Notes. The
terms of the notes provide for interest to be assessed at an
annual rate of 8.25%.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal years
ended June 30, 1998 and 1999, there were no material
transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any currently
proposed transactions, or series of similar transactions, to
which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive
officer, or any security holder who is known by the Company to
own of record or beneficially more than 5% of any class of the
company's common stock, or any member of the immediate family of
any of the foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 8. LEGAL PROCEEDINGS
There are no legal proceedings outside of the ordinary course of
business.
Item 9. MARKET PRICE OF AND DIVIDENDS FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's common stock is currently quoted on the Over the
Counter Bulletin Board (OTC-BB). Within the past two fiscal
years, the company has traded at a low of $5.18 per share and at
a high of $7.25 per share. The Company has approximately 47
shareholders of its common stock as of June 30, 1999 and only 1
holder of its preferred shares of common stock.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
(a) On October 28, 1998, the Company issued 1,680,000 shares of
restricted common stock, subject to Rule 144, to Toho Ventures
Ltd., in exchange for 200 shares of common stock of Zoops Soups,
Inc., representing 100% of the outstanding and issued stock in
the company; and 200 shares of common stock of Floridino's, Inc.,
representing 100% of the outstanding and issued stock in the
company. This consummated an acquisition of the two entities
which became fully owned subsidiaries of the Company.
(b) On November 16, 1998, the Company issued 500,000 shares of
restricted common stock to Hynford Holdings Inc., a Bahamian
Corporation, towards the purchase of various production
machinery, auxiliary, plant and restaurant equipment owned by
Hynford Holdings.
(c) On February 23, 1999, the Company issued 50,000 shares of
preferred restricted common stock to Michael Floridino, in
connection with the purchase of three (3) parcels of real estate
located at 1810 3rd Street, S.E., Winter Haven, Florida, 300
Cypress Gardens Blvd, Winter Haven, Florida 33880, 3560 Cypress
Gardens Road, Winter Haven, Florida 33884. For additional
consideration to Michael Floridino, the Company assumed the
liabilities and encumbrances on each of those properties.
(d) The Company in May 1999 conducted a private placement of
2,000,000 shares of common stock pursuant to Rule 505 of
Regulation D of the Securities Act of 1933. The offering was
made to accredited investors and as of June 30, 1999 was not
fully completed. The offering was exempt from registration as
the securities were placed pursuant to the exemption provided by
Regulation D of the Securities Act of 1933.
(e) The Company in October 1997 conducted a private placement of
20,000 units with each unit consisting of 25 shares of common
stock and 45 stock purchase warrants. The units were offered at
a price of $5.00 per unit and all units offered were fully
subscribed to raising the sum of $100,000.00 for the Company.
The offering was exempt from registration as the securities were
placed pursuant to the exemption provided by Rule 504 of
Regulation D of the Securities Act of 1933.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The Company is authorized under its certificate of incorporation
to issue 25,000,000 shares of $.001 par value common stock and
200,000 shares of convertible preferred stock, par value $.01 per
share. All of the common shares are entitled to one vote on any
matter brought before the shareholders including the election of
directors. The preferred stock may be issued in series and the
board of directors is specifically vested with the authority to
establish and designate series of preferred and fix rights,
preferences, privileges and restrictions of any series of the
preferred stock, including without limitation, those relating to
any dividend rights and terms, conversion rights, voting rights,
redemption rights, liquidation preferences and sinking fund
terms.
The Board may out of funds legally available therefor, at any
regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when it deems expedient. Before
declaring any dividend there may be set apart out of any funds of
the Corporation available for dividends, such sum or sums as the
Board from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the Board
shall deem conducive to the interests of the Corporation.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of the Directors and Officers of the Company is
authorized pursuant to the Company's Articles and By-laws and to
the fullest extent permitted by Florida law. It is possible that
the Company will be required to pay certain judgments, fines and
expenses incurred by an officer or director, including reasonable
attorneys' fees, as a result of actions or proceedings in which
such officers and directors are involved by reason of being or
having been an officer or director provided that said officer or
directors acted in good faith.
<PAGE>
<PAGE>
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Stockholders and Directors
Floridino's International Holdings, Inc.
We have audited the accompanying consolidated balance sheets of
Floridino's International Holdings, Inc. ("the Company") and its
subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, stockholders'
deficit and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on the consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes
assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Floridino's International Holdings, Inc.
and its subsidiaries at December 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for
the years then ended, in conformity with generally accepted
accounting principles.
As more fully discussed in Note 2 to the consolidated financial
statements, there are significant matters concerning the Company
that raise substantial doubt as to the ability of the Company to
continue as a going concern. Management's plans with regard to
these matters are also described in Note 2 to the consolidated
financial statements. The consolidated financial statements do
not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
Infante Lago & Company
North Miami, Florida
Dated: October 12, 1999
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
<S> <C> <C>
1998 1997
ASSETS
Current Assets
Cash $15,502 -
Royalties receivable 11,826 12,250
Inventory 15,083 18,535
Other Assets 60,906 8,191
---------- ----------
Total Current Assets $112,317 $38,976
Property and Equipment
Equipment 345,266 222,874
Leasehold Improvements 323,077 57,811
Office and Other Equipment 56,925 55,694
---------- ----------
Total Property and Equipment $725,268 $336,379
Less: Accumulated Depreciation (213,246) (130,408)
---------- ----------
Property and Equipment 512,022 205,971
Other Assets
Organizational costs, net 6,859 13,671
---------- ----------
TOTAL ASSETS $631,198 $258,618
========== ==========
LIABILITIES
Current Liabilities
Outstanding checks in excess of
Bank balance $ 19,903 $ 1,144
Accounts payable and accrued expenses 310,555 255,288
Accrued Payroll taxes and related
expenses 93,989 27,898
Deferred franchise fee revenue - 59,500
Loans payable - stockholder 152,799 21,071
Loans payable - supplier - 24,280
Current portion of obligations under
capital leases 6,490 -
Current portion of long term debt 313,728 89,872
---------- ----------
Total Current Liabilities $897,464 $479,053
Long term debt, net of current portion 71,584 326,459
Obligations under capital leases net
Of current portion 42,710 -
STOCKHOLDERS' DEFICIT
Common stock, par value $.001;
25,000,000 shares authorized,
4,959,000 shares issued and outstanding
at December 31, 1998 and 2,518,000
issued and outstanding at
December 31, 1997 $ 4,959 $ 2,518
Additional Paid in Capital 792,711 109,631
Accumulated Deficit (1,178,230) (659,043)
------------ ----------
Total Stockholders' Equity (380,560) (546,894)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $631,198 $258,618
The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be
read
in
conjunction with the auditor's report.
</TABLE>
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
CONDENSED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
REVENUES
Food and Beverage Sales $1,577,564 $1,478,196
Franchise Fees 59,500 34,000
Food rebates 27,783 13,501
Royalty Fees 32,207 49,298
Equipment Sales Income - 23,468
Miscellaneous Income 8,596 19,601
---------- ----------
Total Revenues 1,705,650 1,618,064
COSTS OF SALES:
Costs of goods sold 573,966 514,767
---------- ----------
Gross Profits 1,131,684 1,103,297
OPERATING EXPENSES:
General Administrative 666,098 666,110
Payroll and related expenses 725,682 567,497
Depreciation and amortization 91,214 28,588
Interest Expense 29,322 31,842
---------- ----------
Total Operating Expenses 1,512,316 1,294,037
LOSS FROM OPERATIONS BEFORE
PROVISION FOR INCOME TAXES (380,632) (190,740)
Provision for Income taxes - -
LOSS FROM CONTINUING OPERATIONS (380,632) (190,740)
DISCONTINUED OPERATIONS
Loss from operations of Bartow
to be disposed (122,880) (65,602)
Estimated loss on disposal
during phase-out period (15,675) -
---------- ----------
NET LOSS $(519,187) $(256,342)
========== ==========
LOSS PER SHARE:
Basic:
Loss from continuing
operations $ (0.14) $ (0.07)
Loss from discontinued
operations (0.05) (0.03)
Net loss per share (0.19) (0.10)
Weighted average shares
outstanding 2,698,974 2,518,000
=========== ===========
The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be
read
in
conjunction with the auditor's report.
</TABLE>
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(519,187) $(256,342)
Adjustments to Reconcile
Net Loss to Net Cash
Used in Operating
Activities:
Depreciation 84,402 30,645
Amortization 6,812 1,831
Changes in Assets and
Liabilities
Increase/(Decrease) In:
Royalties Receivable 424 4,652
Note Receivable - Shareholder - 37,715
Inventory 3,452 (205)
Other Assets (61,715) 4,551
Organizational Costs - (12,449)
Increase/(Decrease) In:
Outstanding checks in excess
Of bank balance 18,759 (33,182)
Accounts payable 55,267 48,784
Accrued payroll taxes and
related expenses 66,091 6,433
Deferred franchise fee
revenue (59,500) 10,500
---------- ----------
NET CASH USED IN
OPERATING ACTIVITIES (405,195) (157,067)
CASH FLOW FROM
INVESTING ACTIVITIES:
Additions to property and
Equipment (390,453) (40,391)
---------- ----------
NET CASH USED IN
INVESTING ACTIVITIES (390,453) (40,391)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from long-term debt - 81,885
Principal payment on
long-term debt (31,019) (37,978)
Proceeds from capital leases 49,200 -
Issuance of common stock 685,521 118,200
Purchase of minority interest - (10,000)
Loans payable - stockholder 131,728 21,071
Loans payable - supplier (24,280) 24,280
---------- ----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 811,150 197,458
---------- ----------
NET INCREASE/(DECREASE) CASH 15,502 -
CASH AT BEGINNING OF YEAR - -
---------- ----------
CASH AT END OF YEAR $15,502 $ -
=========== ===========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest expense 29,322 43,007
Stock issued for purchase
of equipment 87,079 -
Stock issued for acquisition
of subsidiary 337,442 -
---------- ----------
$453,843 $43,007
=========== ===========
The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be
read
in
conjunction with the auditor's report.
</TABLE>
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
STATEMENT OF SHAREHOLDERS'EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Total Total
Number of Common Additional Accumulated Shareholders'
Shares Stock Paid in Cap Deficit Equity
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE
JANUARY 1, 1997 1,800,000 $1,800 $ 2,149 $(402,701) $(398,752)
Issuance of common
stock in private
placement 500,000 500 99,500 - 100,000
Issuance of common
stock in lieu of
payment for services 200,000 200 - - 200
Purchase of minority
interest in Bartow Inc. - - (10,000) - (10,000)
Issuance of common
stock due to exercise
of warrants 18,000 18 17,982 - 18,000
Net Loss - - - (256,342) (256,342)
----------------------------------------------------------------
BALANCE
DECEMBER 31, 1997 2,518,000 2,518 109,631 (659,043) (546,894)
================================================================
BALANCE
JANUARY 1, 1998 2,518,000 2,518 109,631 (659,043) (546,894)
Issuance of common
stock in connection
with acquisition of
subsidiaries 1,680,000 1,680 335,762 - 337,442
Issuance of common
stock for the purchase
of equipment 500,000 500 86,579 - 87,079
Issuance of common
stock in connection
with exercise of
warrants 261,000 261 260,739 - 261,000
Net Loss - - - (519,187) (519,187)
----------------------------------------------------------------
BALANCE
DECEMBER 31, 1998 4,959,000 4,959 792,711 1,178,230 380,500
================================================================
The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be
read in conjunction with the auditor's report.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX (6) MONTH PERIOD ENDED JUNE 30, 1999
30 30
JUNE JUNE
1999 1998
-------------------------
<S> <C> <C>
REVENUE:
GROSS SALES $ 801,265 $1,023,608
LESS: COST OF SALES (350,533) (323,805)
-------------------------
CONSOLIDATED GROSS PROFIT: $450,732 $699,803
LESS GENERAL AND ADMINISTRATIVE
EXPENSES (741,189) (852,512)
NET INCOME/LOSS FROM OPERATIONS (290,457) (152,709)
INCOME TAX EXPENSE 0 0
-------------------------
NET INCOME/LOSS $ (290,457) $ (152,709)
=========================
</TABLE>
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX (6) MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
30 30
JUNE JUNE
1999 1998
-------------------------
<C> <C> <C>
CURRENT ASSETS
CASH $ 313,695 $ (44,025)
ACCOUNTS RECEIVABLE 24,755 94,984
MERCHANDISE INVENTORY 18,535 14,782
PREPAID EXPENSE 1,466 0
MARKETABLE SECURITIES @ COST 98,500 0
-------------------------
OTHER ASSETS:
PROPERTY & EQUIPMENT(NET OF
ACCUMULATED DEPRECIATION OF
$199,732 as 1999 AND
$144,234 at 1998) 1,354,111 168,005
SECURITY DEPOSITS, ORGANIZATIONAL
COSTS & NON-COMPETE AGREEMENT COSTS 74,645 11,430
NET OF ACCUMULATED AMORTIZATION OF
$48,576 IN 1999 & $40,576 IN 1998 15,264 13,671
-------------------------
TOTAL ASSETS $1,900,971 $ 258,847
=========================
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
ACCOUNTS PAYABLE $ 401,317 $276,094
TAXES PAYABLE 33,701 47,588
ACCRUED EXPENSES 9,055 1,788
DEFERRED FRANCHISE FEE PAYABLE 0 59,500
CURRENT PORTION OF CAPITALIZED LEASE 17,821 0
CURRENT PORTION OF NOTES PAYABLE 78,640 22,930
CURRENT PORTION OF BANK LOANS PAYABLE 64,200 59,290
-------------------------
$604,734 $467,190
LONG TERM PORTION OF LEASES 71,286 0
LONG TERM PORTION OF NOTES 314,561 91,722
LONG TERM PORTION OF BANK LOANS 385,318 355,741
LOANS PAYABLE TO STOCKHOLDERS 426,053 21,071
-------------------------
$1,197,218 $468,534
-------------------------
TOTAL LIABILITIES $1,801,952 $935,724
SHAREHOLDERS EQUITY:
COMMON STOCK, PAR VALUE 0.001,
25,000,000 SHARES AUTHORIZED $5,617 $ 2,518
PAID IN CAPITAL 1,136,653 109,631
COMMON STOCK SUBSCRIPTION DUE 342,436 0
ACCUMULATED DEFICIT (1,387,687) (789,026)
-------------------------
TOTAL STOCKHOLDERS' EQUITY $99,010 $(676,677)
-------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 1,900,971 258,847
</TABLE>
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX (6) MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
30 30
JUNE JUNE
1999 1998
-------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
NET INCOME $ (290,457) $ (152,709)
ADJUSTMENTS TO RECONCILE NET INCOME
ITEMS NOT REQUIRING THE USE OF CASH
DEPRECIATION AND AMORTIZATION 34,598 34,588
CHANGES IN OTHER OPERATING ASSETS AND
LIABILITIES (44,903) (14,326)
ACCRUED EXPENSE 8,955 (10,253)
WITHOLDING & SALES TAX PAYABLE (63,961) 19,690
LOAN PAYABLE TO SHARE HOLDER 404,982 0
CAPITALIZED LEASE PAYABLE 89,107 0
SECURITY DEPOSITS (12,222) (5,825)
ACCOUNTS PAYABLE 148,243 57,300
NOTES AND LOANS PAYABLE TO BANKS
& THIRD PARTIES 384,644 0
-------------------------
NET CASH PROVIDED (USED BY)
OPERATORS 658,986 (42,881)
INVESTING ACTIVITIES
PURCHASE OF PROPERTY AND EQUIPMENT (891,144) 0
PURCHASE OF MARKETABLE SECURITIES (98,500) 0
NET CASH PROVIDED (USED BY)
INVESTING ACTIVITIES (330,658) (42,881)
-------------------------
FINANCING ACTIVITIES
PROCEEDS FROM CONTRIBUTED CAPITAL 688,378 0
NET CASH PROVIDED (USED BY)
INVESTING ACTIVITIES 688,378 0
NET INCREASE (DECREASE) IN CASH
DURING PERIOD 357,720 (42,881)
CASH BALANCE AT BEGINNING OF PERIOD (44,025) (1,144)
CASH BALANCE AT END OF PERIOD $ 313,695 $ (44,025)
</TABLE>
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
STATEMENT OF SHAREHOLDERS'EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Floridino's International Holdings, Inc., the "Company", was
incorporated on June 25, 1997, in the State of Florida to
develop, own, operate and franchise family style neighborhood
Italian restaurants.
During July of 1997, the Company acquired all of the outstanding
stock in Floridino's Pizza Etc. Inc., Floridino's of Lake Wales,
Inc., Hard Ball Cafe, Inc., Floridino's Home of the Calzone,
Inc., and Floridino's International, Inc., and a majority of the
outstanding shares of common stock in Floridino's of Bartow,
Inc., in a business combination accounted for as a pooling of
interests. The Company issued 1,800,000 shares of stock having a
$.001 par value per share to Michael Floridino in exchange for
his interest in those corporations, under an exchange intended to
qualify as a tax free exchange under Section 368 of the Internal
Revenue Code. The acquired companies are primarily engaged in
restaurant and restaurant franchising operations. The
accompanying financial statements for the year ended December 31,
1997 are based on the assumption that the companies were combined
for the full year, and financial statements of the prior year
have been restated to give effect of the combination.
Details of the results of operations of the individual companies
for the period before the combination that are included in the
consolidated statements of operations and accumulated deficit are
as follows:
Six months ended
June 30, 1997
Revenue Net Loss
Floridino's Pizza Etc., Inc. $214,922 $ (4,223)
Floridino's of Lake Wales, Inc. 128,172 (42,610)
Hard Ball Cafe, Inc. 253,433 (27,022)
Floridino's Home of the Calzone, Inc. 234,979 599
Floridino's International, Inc. 89,649 (14,472)
Floridino's of Bartow, Inc. 144,264 (57,723)
-----------------------
$1,065,419 $(145,451)
=======================
Floridino's of Lakeland, Inc. ("Lakeland") was incorporated in
September 1997, in the State of Florida to own and operate
restaurants. In November 1997, Lakeland acquired the assets and
assumed the liabilities of Floridino's of Lake Wales Inc.'s
restaurant operation, and opened a new restaurant. The Company
owns 80% of the outstanding shares of common stock in Lakeland.
On November 1, 1999, the Company acquired all of the outstanding
stock of Floridino's of New York, Inc. and Zoop Soups, Inc. for
1,680,000 shares of common stock. The acquisition described
above was accounted for by the purchase method of accounting for
business combinations. Accordingly, the accompanying consolidated
statements of operations do not include any revenues or expenses
related to these acquisitions prior to the respective closing
dates. No goodwill was recognized due to management's inability
to determine the future benefits to be derived. The accompanying
consolidated financial statements for the year ended December
31,1998, include the earnings/(deficits) for these companies as
of the date of acquisition.
On July 13, 1998, Floridino's Specialties, Inc. ("Specialties")
was formed. Specialties is a development stage company primarily
engaged in the manufacturing and marketing of frozen foods.
CONSOLIDATION POLICY
The accompanying consolidated financial statements include the
accounts of the Company and all of its wholly owned and
majority-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated.
REVENUE AND COST RECOGNITION
The Company recognizes revenue from food and beverage sales as
the service is provided. Revenue from franchise sales is
recognized, net of allowance for uncollectible amounts, when
substantially all significant services to be provided by the
Company have been performed. Expenditures are recorded on the
accrual basis whereby expenses are recorded when incurred, rather
than when paid.
USE OF ESTIMATES
The preparation of the financial statements, in conformity with
generally accepted accounting principles, requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. Estimates
also affect the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
INVENTORY
Inventory is stated at the lower of cost (first-in, first-out
method) or market and primarily consists of food products.
PROPERTY AND EQUIPMENT
Property and equipment is carried at cost. Depreciation is
computed by the straight-line method over the estimated useful
lives of the respective assets that range from five to ten years.
Expenditures for maintenance and repairs are charged to expense
as incurred; major replacements and improvements are capitalized.
When items of property or equipment are sold or retired, the
related cost and accumulated depreciation are removed from the
accounts and any gain or loss is included in income.
INCOME TAXES
The Company accounts for income taxes under the accrual method,
which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of 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 tax rates for the year in
which the differences are expected to reverse.
The significant component of the net deferred tax asset at
December 31, 1998, consists of the net operating loss
carryforward that can be utilized to offset future taxable
income. Management believes that, based on earnings through and
subsequent to December 31, 1998, it cannot determine at this time
whether a deferred tax asset can be realized in the near future.
Therefore, a deferred tax asset has not been reflected in the
accompanying financial statements as of December 31, 1998. As of
December 31, 1998, the Company has net operating loss carry
forwards for federal income tax purposes. At this time,
management is unable to determine the amount of net operating
loss carry forwards available to offset future profits.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value for financial instruments under SFAS NO.
107, Disclosures about Fair Value of Financial Instruments, are
determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be
determined with precision. The estimated fair value of the
Company's financial instruments, which include cash, accounts
receivable and long-term debt approximates the carrying value in
the consolidated financial statements.
ORGANIZATION COSTS
Organizational costs consist of costs incurred as a result of the
Company's private offering. These costs are being amortized over
sixty months.
ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
was issued in June 1998 and is effective for fiscal quarters
beginning after June 15, 1999. This statement establishes
accounting and reporting standards for derivative instruments and
for hedging activities and requires that entities recognize
derivative instruments as either assets or liabilities in the
statement of financial position and measure these instruments at
fair value. Management has concluded that the adoptions of SFAS
No. 133 will not have a material impact on the financial position
of the Company or its results of operations.
RECLASSIFICATIONS
Certain assets in the 1997 financial statements have been
reclassified to conform to the 1998 financials statement
presentation.
NOTE 2. SUMMARY OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES
GOING CONCERN CONSIDERATIONS
The accompanying consolidated financial statements have been
presented in accordance with generally accepted accounting
principles, which assume the continuity of the Company as a going
concern. However, during the years ended December 31, 1998 and
1997, the Company experienced, and continues to experience,
certain going concern and liquidity problems. The Company has
incurred net losses of $519,187 and $256,343 for the years ended
December 31, 1998 and 1997. The Company's consolidated financial
position reflects a working capital deficiency of $785,147 at
December 31, 1998. These conditions raise substantial doubt as to
the ability of the Company to continue as a going concern.
Management's plans with regard to this matter encompass the
following actions:
The Company plans to raise equity funds from private placements
of its common stock.
From the proceeds of these anticipated offerings, the Company
plans to pay outstanding liabilities, continue to explore selling
franchises, develop divisions for their restaurant operations,
and expand the frozen food division.
The eventual outcome of the success of management's plans cannot
be ascertained with any degree of certainty. The accompanying
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
LITIGATION
The Company and its subsidiaries are defendants in various
lawsuits filed by numerous suppliers for services rendered. The
Company has accrued the amounts of the proposed settlements in
the accompanying consolidated financial statements, as well as
the amounts of potential outstanding claims disclosed by the
Company's outside legal counsel.
FRANCHISE OPERATIONS
The following is a description of the most significant risks
facing a franchisor and how the Company mitigates those risks:
Legal/Regulatory Risk - the risk that changes in the regulatory
environment in which the franchisor operates creates additional
expenses not anticipated by the franchisor in pricing its
products. That is, regulatory initiatives designed to regulate
franchisor's disclosures to its franchisee. The Company mitigates
this risk by monitoring proposed regulatory legislation and by
assessing the impact of new laws.
Credit Risk - the risk that a franchise will default on fees owed
to the Company. The Company minimizes this risk by adhering to a
conservative selection process of franchises and by maintaining
sound franchise agreements with each franchisee, and by providing
for any amounts deemed uncollectible.
Interest Rate Risk - the risk that interest rates will change and
cause a decrease in the value of a franchisor's investment. To
the extent that liabilities come due more quickly than assets
mature, a franchisor might have to sell assets prior to maturity
and potentially recognize a gain or a loss. The Company mitigates
this risk by attempting to match the maturity schedule of its
assets with the expected payouts of its liabilities.
NOTE 3. LONG-TERM DEBT
Long-term debt consists of the following at December 31, 1998 and
1997:
1988 1997
HARDBALL CAFE INC.
Note payable, Colonial Bank, payable in
monthly installments of 1.5% of the outstanding
balance, including interest at a fixed annual
rate of 9.25%. In 1997, the loan was secured
by personal assets owned by a stockholder of
the Company. The loan was refinanced in 1998. $ - $21,427
Note payable, First Union Bank, payable in
monthly installments of $500, including interest
at the prime rate as published by the Wall Street
Journal, plus 2%. The loan is secured by
restaurant equipment and has a balloon payment of
approximately $37,000, plus interest, due on
November 20, 1999. 42,259 42,356
Note payable, First Union Bank, payable in
monthly installments of $40, including interest
at a fixed annual rate of 12%. The loan is
unsecured. 2,300 2,556
FLORIDINO'S OF LAKE WALES, INC.
Note payable, First Union Bank, payable in
monthly installments of $350, including interest
at the prime rate as published by the Wall Street
Journal, plus 2%. The loan is unsecured and has a
balloon payment of approximately $17,400, plus
interest, due on February 2, 2000. 20,476 21,570
Note payable, Colonial Bank, payable in monthly
installments of $775, including interest at the
prime rate as published by the Wall Street
Journal, plus 2%. The loan is secured by
restaurant equipment and was due in full on
December 23, 1997. The Company retired the debt
in 1999. 46,241 38,650
Note payable, payable in monthly installments
of $475, including interest at a fixed annual
rate of 8% - 5,410
FLORDINO'S INTERNATIONAL INC.
Note payable, Colonial Bank, payable in monthly
installments of $522, including interest at a
fixed annual rate of 11.25%. The loan is secured
by equipment and has a balloon payment of
approximately $24,100, plus interest, due on
June 8, 2000. 33,987 36,172
Note payable, First Union Bank, payable in
monthly installments of $166, including interest
at the prime rate as published by the Wall Street
Journal, plus 2%. The loan was retired in 1988. - 885
Note payable, Lanier, payable in monthly
installments of $128, including interest at a
fixed annual rate of $4. The loan was retired
in 1998. - 323
Note payable, Honkamp Krueger & Co., P.C., payable
in monthly installments of $541, including interest
at a fixed annual rate of 9%. The loan is secured
by property owned personally by a stockholder of
the company, and has a balloon payment of
approximately $48,800, plus interest due on
May 21, 2000. 51,060 52,215
Note payable, Honkamp Krueger & Co., P.C., payable
in monthly installments of $177, including interest
at a fixed annual rate of 9%. The loan is secured
by property owned personally by a stockholder of
the company, and has a balloon payment of
approximately $11,100, plus interest due on
October 10, 2000. 13,190 13,855
Note payable, David Mills, payable in monthly
installments of $200. The loan is non-interest
bearing. The loan was retired in 1998. - 2,100
FLORIDINO'S OF BARTOW, INC.
Note payable, Colonial Bank, payable in monthly
principal installments of $655, plus interest at
the prime rate as published by the Wall Street
Journal, plus 2%. The loan is secured by
restaurant equipment and has a balloon payment
of approximately $33,000 plus interest, due on
July 23, 1999. 38,359 48,577
Note payable, Citrus & Chemical Bank, payable in
monthly installments of $184, including interest
at a fixed annual rate of 9.5%. The loan is
secured by equipment and is due in full on
March 29, 1998. 752 752
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
Note payable, former shareholder, payable in
monthly installments of $500, including interest
at a fixed annual rate of 8%. The loan is due in
August 1999. 3,591 9,063
Note payable, vendor, payable in monthly
installments of $1,500, including interest at
a fixed annual rate of 13%. The loan is
unsecured. 9,884 -
Note payable, individual, payable on demand.
Interest is payable monthly at a fixed annual
rate of 8%. The loan is unsecured. 16,510 -
FLORIDINO'S PIZZA ETC., INC.
Note payable, Colonial Bank, payable in monthly
installments of $212, including interest at a
fixed annual rate of 9.75%. The loan is secured
by a second mortgage on property owned by a
stockholder of the company and is due in full
on February 28, 2001. 5,133 7,070
Note payable, First Union Bank, payable in
monthly installments of $500, including interest
at the prime rate as published by the Wall
Street Journal, plus 2%. The loan is secured by
a second mortgage on property owned by a
stockholder of the Company and has a balloon
payment of approximately $37,000, plus interest,
due on November 20, 1998. 43,161 43,909
Note payable, First Union Bank, payable in
monthly installments of $231, including interest
at the prime rate as published by the Wall
Street Journal, plus 2%. The loan is secured by
vehicles and is due in full on March 3, 2000. 5,133 6,945
Note payable, First Union Bank, payable in
monthly installments of $332, including interest
at the prime rate as published by the Wall
Street Journal, plus 2%. The loan is secured
by personal property owned by a stockholder of
the Company and is due in full on December 20,
2000. 7,705 10,290
Note payable, Ledwig, payable in monthly
installments of $529, including interest at a
fixed annual rate of 10%. The loan is secured
by restaurant equipment and is due in full in
October 1999. 5,535 10,602
Note payable, First Union Bank, payable in
monthly installments of $500, including interest
at the prime rate as published by the Wall Street
journal, plus 2%. The loan is secured by
restaurant equipment and a vehicle owned by a
stockholder of the company, and has a balloon
payment of approximately $36,000, plus interest,
due on November 20, 1998. 40,036 41,604
----------------
385,312 416,331
Less: Current Maturities 313,728 89,872
----------------
Long Term Debt 71,584 326,459
================
NOTE 4. LEASE OBLIGATIONS
The Company leases certain restaurant and office space, and
certain equipment, under operating leases. Most of the Company's
operating leases are for a period of three or five years with
renewal options.
At December 31, 1998, total future minimum lease payments under
operating leases are as follows:
Year ended December 31,
1999 $126,721
2000 45,894
----------
Total future minimum lease payments $172,615
The Company is the lessee of certain computer equipment under
capital leases expiring in 2003. The assets and liabilities
under capital leases are recorded at the lower of the present
value of the minimum lease payments or the fair value of the
asset. The assets are amortized over the lower of their related
lease terms or their estimated productive lives. There was no
amortization of assets under capital leases for 1998 and 1997.
Computer equipment held under capital leases was $49,200 and $0
for 1998 and 1997, respectively.
Minimum future lease payments, under capital leases as of
December 31, 1998, for each of the next five years and in the
aggregate are:
Year ended December 31,
1999 $ 15,900
2000 15,900
2001 15,900
2002 15,900
2003 15,900
Thereafter -
------------
79,500
Less: Amount representing interest (30,300)
------------
Present value of net minimum lease payment 49,200
Less: Current portion (6,490)
------------
Obligations under capital leases net
Of current portion $ 42,710
============
Interest rates on capitalized leases vary from 19% to 21% imputed
based on the lower the of Company's incremental borrowing rate at
the inception of each lease or the lessor's implicit rate of
return.
NOTE 5. FRANCHISE AGREEMENTS
Under the provisions of the franchise sales agreements, the
Company agrees to provide services to assist the franchise in
setting up and operating a restaurant. The service provided
includes assistance in site selection, training personnel,
implementation of an accounting system, design of quality control
programs, and operating assistance.
During the year ended December 31, 1997, Floridino's
International, Inc. sold five franchises. There were eight
franchise outlets in operation as of December 31, 1998 and nine
as of December 31, 1997.
The Company defers recognition of franchise fee revenue until
they have fulfilled all of their required services stipulated in
the franchise agreements. There were no amounts recorded for
deferred revenue from franchised outlets at December 31, 1998,
and $59,500 recorded at December 31, 1997.
NOTE 6. RELATED PARTY TRANSACTIONS
Floridino's International, Inc. and Floridino's Pizza Etc., Inc.
rent real property from a Floridino's International Holdings,
Inc.'s shareholder, and President, Michael Floridino. There is
no formal lease agreement between this shareholder and the
Company or its wholly owned subsidiaries, Floridino's
International, Inc. and Floridino's Pizza Etc., Inc. Total rent
paid to the shareholder during the years ended December 31, 1998,
and 1997, approximated $26,000 and $32,000, respectively.
NOTE 7. COMMON STOCK AND WARRANTS
PRIVATE OFFERING
During July of 1997, the Company initiated a private offering.
The offering consisted of 20,000 Units, each Unit consisting of
25 shares of common stock, and 45 redeemable common stock
purchase warrants, at a price of $5.00 per Unit. Each stock
purchase warrant included in the Units is exercisable into one
share of the Company's common stock at a price of $1.00 per share
during the nine month period after the closing of the offering.
These warrants were extended until December 6, 1998.
Accordingly, the Company issued 500,000 shares of common stock
and 900,000 warrants as a result of the private offering. The
Company issued an additional 200,000 restricted shares of common
stock in lieu of payment for services rendered in connection with
the private offering. The common stock and warrants constituting
a Unit may be separately transferred at any time after issuance.
In December 1997, 18,000 shares of common stock were purchased
under the warrants.
In 1998, the Board voted to extend the warrants through March of
1999. In 1998, 261,000 warrants were exercised at $1.00 per
share.
RESTRICTED STOCK
Until such time as a public market exists for the common stock of
the Company, the shares owned by insiders, officers and directors
totaling 2,000,000 are deemed "restricted securities" as that
term is defined under the Securities Act; and in the future these
shares may be sold under Rule 144, which provides in essence,
that a person holding restricted securities for a period of one
year may sell every three months an amount equal to the greater
of (a) one percent of the Company's issued and outstanding common
stock or (b) the average weekly trading volume of the common
stock during the four calendar weeks prior to such sale.
NOTE 8. DISCONTINUED OPERATIONS
The Company discontinued the operations of its subsidiary in
Bartow, Florida, which resulted in an after tax loss of $122,880
in 1998 and $65,602 in 1997. The subsidiary's long-term debt was
assumed by the Company. (See Note 3).
NOTE 9. SUBSEQUENT EVENTS
RESTAURANTS
During 1999, in order to streamline operations, all unprofitable
restaurants existing in 1998 were closed. The only restaurant
remaining in Florida is the North Lakeland operation. The North
Lakeland store is being renovated and will be fully operational
by the end of October 1999. This store will be a full service
restaurant.
The Floridino's New York and Zoop Soups operation have been
merged into one restaurant. The new restaurant, located at
Broadway and 23rd Street, in Manhattan, New York, will serve as
the test store for the Company's new urban concept. The 23rd
Street location has been opened since September 1, 1999.
The Company is opening two express concept restaurants in Lake
Wales and Delray, Florida. The "Floridino's Fast Italian"
concept restaurants are under construction and are targeted to
open on December 1, 1999.
FROZEN FOOD DIVISION
During 1999, Floridino's Specialties Distribution, Inc., the
frozen foods division, expanded and renovated its manufacturing
facility. The division has secured USDA approval to commence
production. It is anticipated that the plant will begin to
fulfill orders in November of 1999. The division will private
label product for restaurant chains and will sell its own brand
through food brokers and super markets.
COMMON STOCK AND WARRANTS
During 1999, the remaining warrants issued under the July 1997
private placement were exercised. In total, 837,000 of the
original warrants have been exercised. The remaining 63,000
original warrants have lapsed. The exercise price of $1.00 per
share was paid for the issuance of 135,000 shares of common
stock. An additional 423,000 shares were issued at $0.50 per
share.
In July of 1999, the Company raised $1,000,000 in capital through
a Regulation D 505 private placement offering. Two million
shares of common stock were sold at $0.50 per share.
Additional shares of stock, totaling 140,000, were issued to
individuals in partial payment for services rendered and/or to be
rendered, during 1999.
FRANCHISE OPERATIONS
The Company is in the process of updating its Uniform Franchise
Offering Circular (UFOC). The Company plans to market several
new franchise concepts to potential franchisees in the second
quarter of 2000.
DEBT REDUCTION
A substantial portion of the capital raised through private
placement offerings has been utilized to restructure and reduce
the Company's long-term debt. All of the loans payable to
Colonial Bank have been satisfied in 1999. Currently, all
obligations to First Union Bank are being negotiated. It is the
opinion of outside counsel, that the obligations to First Union
will be satisfied for approximately 50% of the principal amounts
owing. The accompanying financial statements do not include the
effects of this uncertainty.
NOTE 10. YEAR 2000 READINESS STATEMENT (UNAUDITED)
The Company is actively addressing the issues related to the date
change in year 2000. This is necessary because many computer
systems were programmed using only two digits to contain the year
in the date fields. On January 1, 2000, many of these programs
will fail to perform date calculations correctly and produce
erroneous results. This could temporarily prevent the Company
from processing business transactions. The Company began efforts
to address this issue.
Currently, all computer systems including both IT and non-IT
systems and work is underway to remedy those systems deemed to be
year 2000 non-compliant. The non-IT systems are primarily
systems with embedded processors such as telephones and security
systems. The remediation of the IT and non-IT systems is
expected to be completed by the end of 1999. The Company has
obtained letters of certification from its mission critical
computer systems and software vendors.
The costs associated with the remediation efforts have been
internally generated. Any external costs, projected to be
incurred, to achieve compliance will be funded from the Company's
existing working capital and are not expected to be material in
nature.
There are significant risks associated with the year 2000 issues.
Many of these risks such as those associated with electrical
power or telecommunications are outside the reasonable control of
the Company. Although the Company believes its remediation and
contingency planning efforts adequately identify and address the
year 2000 issues that are within the Company's reasonable
control, there can be no assurance that the Company's efforts
will be fully effective. Due to the significant risks, the
Company's management is monitoring these efforts very closely.
<PAGE>
<PAGE>
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No changes in and disagreements with accountants on accounting
and financial disclosure.
Item 15. FINANCIAL STATEMENTS, EXHIBITS AND
REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
10.1 Agreement between Michael Floridino and Company
dated May 20, 1999
10.2 Promissory Note Between Floridino's Inc. and
Raffles Toho Inc.
10.3 Promissory Note Between Floridino's Inc. and
Raffles Toho Inc.
10.4 Promissory Note Between Floridino's Inc. and
Toho Partners, LLC
10.5 Promissory Note Between Floridino's Inc. and
Raffles Toho Inc.
10.6 Promissory Note Between Floridino's Inc. and
Toho Partners, LLC
11 Statement regarding computation of per share
earnings
27 Financial Data Schedule
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the period for which this
Annual Report is filed.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
- ----------------------
(Registrant)
Date: December 20, 1999
By: /s/ Michael Floridino
----------------------
President
Exhibit 3 - BY LAWS
BY LAWS
OF
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
ARTICLE I - OFFICES
The principal office of the corporation shall be established
and maintained at 3560 Cypress Gardens Road, in the City of
Winter Haven, County of Polk, State of Florida. The Corporation
may also have offices at such places within or without the State
of Florida as the board may from time to time establish, or as
the business of the Corporation may require from time to time.
ARTICLE II - SHAREHOLDERS
1. ANNUAL MEETINGS
The annual meeting of the Shareholders of this Corporation
shall be held on the 1st day of April of each year or at such
other time and place designated by the Board of Directors of the
Corporation. Business transacted at the annual meeting shall
include the election of Directors of the Corporation and all
other matters properly before the Board. If the designated day
shall fall on a Sunday or legal holiday, then the meeting shall
be held on the first business day thereafter.
2. SPECIAL MEETINGS
Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than 10% of all
the shares entitled to vote at the meeting. A meeting requested
by Shareholders shall be called for a date not less than 10 nor
more than 60 days after the request is made unless the
Shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the
President, Board of Directors, or Shareholders requesting the
meeting shall designate another person to do so.
3. PLACE
Meetings of Shareholders shall be held at the principal
place of business of the Corporation or at such other place as
may be designated by the Board of Directors.
4. NOTICE
Written notice to each Shareholder entitled to vote stating
the place, day and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than 10 nor more than 60 days
before the meeting. If any Shareholder shall transfer his stock
after notice, it shall not be necessary to notify the transferee.
Any Stockholder may waive notice of any meeting either before,
during or after meeting, by a writing signed by the Shareholders
entitled to the notice.
5. QUORUM AND VOTING
The majority of the Shares entitled to vote, represented in
person or by Proxy, shall constitute a Quorum at a meeting of
Shareholders, but in no event shall a Quorum consist of less than
1/3 of the shares entitled to vote at the meeting.
After a Quorum has been established at a Shareholders
meeting, the subsequent withdrawal of Shareholders, so as to
reduce the number of shares entitled to vote at the meeting below
the number required for-the Quorum, shall not effect the validity
of any action taken at the meeting or any adjournment thereof.
If a quorum exists, action on a matter, other than the
election of directors, is approved it the votes cast by the
holders of the Shares represented at the meeting and entitled to
vote on the subject matter favoring the action exceed the votes
cast opposing the action, unless a greater number of affirmative
votes or voting by classes is required by the Florida Business
Corporation Act or the Corporation's Articles of Incorporation.
6. PROXY
Every Shareholder entitled to vote at a meeting of
Shareholders, or to express consent or dissent without a meeting,
or his duly authorized attorney-in-fact, may authorize another
person or persons to act for him by Proxy. The Proxy must be
signed by the Shareholder or his attorney-in-fact. A Proxy shall
be effective when received by the Secretary of the Corporation or
other person authorized to tabulate votes. No Proxy shall be
valid after the expiration of eleven months from the date
thereof, unless otherwise provided in the Proxy.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business of the corporation shall be managed and its
corporate power exercised by a Board of Directors, each of whom
shall be of full age. it shall not be necessary for Directors to
be Stockholders or residents of the state of Florida.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of
Stockholders and each Director elected shall hold office until
his successor has been elected and qualified, or until his prior
resignation, removal, or death. Unless otherwise provided in the
Articles Of incorporation, Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.
3. VACANCIES
If the office of any Director, member of a committee or
other officer becomes vacant, including a vacancy resulting from
an increase in the numbers of Directors, the remaining Directors
in office, though less than a quorum, by a majority vote, may
appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his successor shall be
duly chosen.
4. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed with or without
cause by vote of a majority of all of the stock outstanding and
entitled to vote at an annual -meeting or special meeting of
stockholders called for that purpose.
5. NUMBER OF DIRECTORS; NEWLY CREATED DIRECTORSHIPS
The authorized number of directors shall not be less than 5.
The number of Directors may be increased by amendment of these
By-Laws, by the affirmative vote of a majority in interest of the
Stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional
Directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and
qualify.
6. RESIGNATION
A Director may resign at any time by giving written notice
to the Board, the President or the Secretary of the Corporation.
Unless otherwise specified in the notice, the resignation of such
officer shall take effect upon receipt thereof by the board, and
the acceptance of the resignation shall not be necessary to make
it effective.
7. QUORUM OF DIRECTORS AND VOTING
A majority of the Directors shall constitute a quorum for
the transaction of business. If at any meeting of the board
there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum
is obtained, and no further notice thereof need be given other
than by announcement at the meeting which shall be so adjourned.
If a quorum is present when a vote is taken, the affirmative vote
of a majority of Directors present shall be the act of the Board
of Directors.
8. PLACE AND TIME OF BOARD MEETINGS
The board may hold its meeting at the office of the
corporation or at such other places, either within or without the
State of Florida as it may from time to time determine.
9. NOTICE OF MEETINGS OF THE BOARD
A regular annual meeting of the Board may be held without
notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon
notice to the Directors and may be called by the President upon
three days notice to each Director either personally or by mail,
wire or fax; special meetings shall be called by the President or
by the Secretary in a like manner on written request of two
Directors. Notice of a meeting need not be given to any Director
who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior
thereto or at its commencement, the lack of notice to him.
10. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held
immediately following the annual meeting of Stockholders at the
place of such annual meeting of Stockholders.
11. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution, may designate two or more of
their members to any committee. To the extent provided in said
resolution or these By-Laws, said committee any exercise the
powers of the Board concerning the management of the business of
the corporation.
12. COMPENSATION
No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board, a fixed sum and
expenses for actual attendance, at each regular or special
meeting of the Board may be authorized. Nothing herein contained
shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV - OFFICERS
1. OFFICERS, ELECTION AND TERM
a) The Board may elect or appoint a Chairman, a President,
one or more vice Presidents, a Secretary and a Treasurer, and
such other officers as it may determine, who shall have such
duties and powers as hereinafter provided. If specifically
authorized by the Board of Directors, an officer may appoint one
or more officers or assistant officers.
b) All officers shall be elected or appointed to hold
office until the meeting of the Board following the next annual
meeting of Stockholders and until their successors have be-en
elected or appointed and qualified.
c) Any two or more offices may be held by the same person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a) Any officer elected or appointed by the Board may be
removed by the Board with or without cause.
b) In the event of the death, resignation or removal of an
officer, the Board in its discretion may elect or appoint a
successor to fill the unexpired term.
c) An officer may resign at any time by delivering a
written notice to the corporation.
d) The salaries of all officers shall be fixed by the
Board.
e) The Directors may require any Officer to give security
for the faithful performance of his duties.
f) Any vacancy in any office may be filled by the Board of
Directors.
3.DUTIES
The officers of this Corporation shall have the following
duties:
The President shall be the chief executive officer of the
Corporation, shall have general and active management of the
business and affairs of the Corporation subject to the directions
of the board of Directors, and shall preside at all meetings of
the Shareholders and Board of Directors.
In absence of the President or in the event of his death,
inability or refusal to act, the Vice-President (or in the event
there is more than one vice-President, the Vice-Presidents in the
order of their appointment) shall perform the duties of the
President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President.
The Secretary shall have custody of, and maintain, all of
the corporate records except the financial records; shall record
the minutes of all meetings of the Shareholders and Board of
Directors, send all notices of all meetings and perform such
other duties as may be prescribed by the Board of Directors or
the President.
The Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of
receipts and disbursements and render accounts thereof at the
annual meetings of Shareholders and whenever else required by the
Board of Directors or the President, and shall perform such other
duties as may be prescribed by the Board of Directors or the
President.
ARTICLE V - STOCK CERTIFICATES
1. ISSUANCE
Every holder of shares in this Corporation shall be entitled
to have a certificate representing all shares of which he is
entitled. No certificate shall be issued for any share until
such share is fully paid.
2. FORM
Certificates representing shares in this Corporation shall be
signed by the President or Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this
Corporation or a facsimile thereof.
3. TRANSFER OF STOCK
The Corporation shall register a stock certificate presented
to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
4. LOST, STOLEN OR DESTROYED CERTIFICATES
If the shareholder shall claim to have lost or destroyed a
certificate of shares issued by the Corporation, a new
certificate shall be issued upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed, and at the discretion of the Board of
Directors, upon the deposit of a bond or other indemnity in such
amount and with such sureties, if any, as the Board may
reasonably require.
ARTICLE VI - BOOKS AND RECORDS
1. BOOKS AND RECORDS
This Corporation shall keep correct and complete books and
records of account and shall keep -minutes of the proceedings of
its Shareholders, Board of Director and committees of Directors.
This corporation shall keep at its registered office or
principal place of business a record of its Shareholders, qiving
the names and addresses of all Shareholders and the number of the
shares hold by each.
Any books, records and minutes may be in written form or in
any other form capable of being converted into written form
within a reasonable time.
2. SHAREHOLDERS' INSPECTION RIGHTS
If he gives the Corporation written notice of his demand,
made in good faith and stating the purpose thereof, at least 5
business days before the date on which he wishes to inspect and
copy, a shareholder shall have the right to examine, in person or
by agent or attorney, during regular business hours for any
proper purpose, the Corporation's relevant books and records of
accounts, minutes and records of Shareholders and to make extract
therefrom.
3. FINANCIAL INFORMATION
The Corporation shall furnish its shareholders annual
financial statements, which may be consolidated or combined
statements of the Corporation and one or more of its
subsidiaries, as appropriate, that include a balance sheet as of
the end of the f iscal year, an income statement for that year,
and a statement of cash flows for that year. If f inancial
statements are prepared for the Corporation on the basis of
generally accepted accounting principles, the annual financial
statements for the shareholders also m,ast be prepared on that
basis.
If the annual financial statements are reported upon by a
public accountant, his report must accompany them. If not, the
statements must be accompanied by a statement of the President or
the person responsible for the corporation's accounting records:
1. stating his reasonable belief whether the statements
were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation; and
2. describing any respects in which the statements were
not prepared on a basis of accounting consistent with the
statements prepared for the preceding year.
The Corporation shall mail the annual financial statements to
each shareholder within 120 days after the close of each fiscal
year. Thereafter, on written request from a shareholder who was
not mailed the statements, the Corporation shall mail him the
latest annual financial statements.
ARTICLE VII -DIVIDEND
The Board may out of funds legally available therefor, at any
regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when it deems expedient. Before
declaring any dividend there may be set apart out of any funds of
the Corporation available for dividends, such sum or sums as the
Board from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the Board
shall deem conducive to the interests of the Corporation.
ARTICLE VIII - CORPORATE SEAL
The seal of the corporation shall be circular inform and bear
the name of the corporation, the year of its organization and the
words "CORPORATE SEAL, FLORIDA." The seal may be used by causing
it to be impressed directly on the instrument or writing to be
sealed, or upon adhesive substance affixed thereto. The seal on
the certificates for shares or on any corporate obligation for
the payment of money may be facsimile, engraved or printed.
ARTICLE IX - EXECUTION
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by, such
officer or officers or other person or persons as the Board may
from time to time designate.
ARTICLE X - FISCAL YEAR
The fiscal year shall begin the first day of January in each
year.
ARTICLE XI - NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given,
personal notice is not meant unless expressly so stated, and any
notice so required shall be deemed to be sufficient if given by
depositing the same in the post office box in a sealed post-paid
wrapper, addressed to the person entitled thereto at his last
known post office address, and such notice shall be deemed to
have been given an the day of such mailing. Stockholders not
entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by statute.
Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Articles of
Incorporation of the Corporation, or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time state therein,
shall be deemed equivalent thereto.
ARTICLE XII - CONSTRUCTION
Whenever a conflict arises between the language of these By-
Laws and the Articles of Incorporation, the Articles of
Incorporation shall govern.
ARTICLE XIII - ACTION WITHOUT A MEETING
1. ACTION BY SHAREHOLDERS WITHOUT A MEETING.
Any action required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting, without prior
notice, and without a vote if one or more consents in writing,
setting forth the action so taken, shall be signed and dated by
the holders of the outstanding stock entitled to vote with
respect to the subject matter thereof and having not less than
the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, and shall be delivered to
the Corporation for inclusion in the minute book.
2. ACTION BY DIRECTORS WITHOUT A MEETING.
Any action required or permitted to be taken by the Board of
Directors or a committee of the Board at a meeting may be taken
without a meeting if all the members of the Board or the
committee take the action, each director or committee member
signs a written consent describing the action taken, and the
consents are filed with the records of the Corporation.
ARTICLE XIV - AMENDMENTS
These By-Laws may be altered or repealed and BY-Laws may be
made at any annual meeting of the Stockholder5 or at any special
meeting thereof if notice of the proposed alteration or repeal to
be made be contained in the notice of such special meeting, by
the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative
vote of a majority of the board at any regular meeting of the
board or at any special meeting of the board if notice of the
proposed alteration or repeal to be made, be contained in the
notice of such special meeting.
Exhibit 10.2 Promissory Note Between Floridino's Inc. and
Raffles Toho Inc.
PROMISSORY NOTE
On the 31st day of August 1999, Floridino's Inc., agrees to pay
Raffles Toho, Inc., One Hundred seventeen thousand three hundred
forty dollars and no cents ($117,340.00) at the rate of 8.25
percent per annum. A balloon payment will be due on the 1st day
of September, 2000.
____________________________
Nick Pirgousis, President
Floridino's Inc.
Exhibit 10.3 Promissory Note Between Floridino's Inc. and
Raffles Toho Inc.
PROMISSORY NOTE
On the 31st day of August 1999, Floridino's Inc., agrees to pay
Raffles Toho, Inc., Seventy two thousand one Hundred ninety seven
dollars and no cents ($72,197.00) at the rate of 8.25 percent per
annum. A balloon payment will be due on the 1st day of September,
2000.
____________________________
Nick Pirgousis, President
Floridino's Inc.
Exhibit 10.4 Promissory Note Between Floridino's Inc. and
Toho Partners, LLC
PROMISSORY NOTE
On the 31st day of August 1999, Floridino's Inc., agrees to pay
Toho Partners, LLC, forty thousand dollars and no cents
($40,000.00) at the rate of 8.25 percent per annum. A balloon
payment will be due on the 1st day of September, 2000.
____________________________
Nick Pirgousis, President
Floridino's Inc.
Exhibit 10.5 Promissory Note Between Floridino's Inc. and
Raffles Toho Inc.
PROMISSORY NOTE
On the 31st day of December, 1998, Floridino's Inc., agrees to pay
Raffles Toho, Inc., forty five thousand three hundred eighty
eight dollars and no cents ($45,388.00) at the rate of 8.25
percent per annum. A balloon payment will be due on the 1st day
of January, 2000.
____________________________
Nick Pirgousis, President
Floridino's Inc.
Exhibit 10.6 Promissory Note Between Floridino's Inc. and
Toho Partners, LLC
PROMISSORY NOTE
On the 31st day of December 1998, Floridino's Inc., agrees to pay
Toho Parnters, LLC, twenty thousand dollars and no cents
($20,000.00) at the rate of 8.25 percent per annum. A balloon
payment will be due on the 1st day of January, 2000.
____________________________
Nick Pirgousis, President
Floridino's Inc.
